General Terms and Conditions of Business Contracts

These General Terms and Conditions (hereinafter referred to as “GTC or Conditions”) govern the terms and conditions for conclusion of Contracts for Work, the subject of which is supply of pre-specified work on the basis of an order from the customer by the supplier(hereinafter referred to as “Work”), as well as the content and terms of the Contracts and Orders, and the rights and obligations of the Customer (hereinafter referred to as “Customer”) and the Supplier (hereinafter referred to as “Supplier”) under these contracts. They also, but not exclusively, govern claims for breach of the Contract. These Conditions shall apply to all Contracts entered into. The Parties may deviate from these Conditions only by mutual written agreement.
The Supplier is understood to be the company Riseday Tech, s.r.o., with its registered office at Jaskový rad 115, 831 03 Bratislava – Nové Mesto city borough, company ID No.: 54 381 029, VAT ID no. SK2121659221, registered in the Commercial Register of the City Court Bratislava III, Section Sro, File No. 158719/B.
The Customer means a legal or natural person – entrepreneur with whom the Supplier has concluded a Contract for Work.
Signing of the Contract shall terminate any binding effect of all prior negotiations and correspondence (declared intentions) concerning the scope of the Order and/or the Contract.
These GTC become an integral part of individual Contracts on the basis of the relevant provisions of these Contracts.
These GTC are governed by relevant provisions of Act No. 513/1991 Coll., the Commercial Code, as amended.
A specific contract, its annexes, a purchase order and these GTC together form the entire content of the Contract, which constitutes regulation of the rights and obligations of the Contracting Parties in relation to delivery of the Work and/or provision of the goods under the terms of the specific contract.

Contract

The relationship between the Supplier and the Customer is established by conclusion of a Contract for Work. If the subject of a specific Order is exclusively delivery of goods, the Parties conclude a Purchase Contract for supply of goods in accordance with these GTC. These GTC apply mutatis mutandis to cases where the Parties conclude a Purchase Contract for supply of goods.
The purpose of the Contract for Work is performance of a specific Work (or supply of goods) by the Supplier in accordance with the demand and for the benefit of the Customer.
Under the Contract for Work, the Customer is entitled to require the Supplier to perform and deliver a specific Work, the exact specification of which will be the subject of a specific Order on the basis of agreement of the Parties.
Every Contract shall be deemed as concluded at the moment when the Parties to the Contract agree in writing on all its particulars as set out in the Contract. In case that the Parties do not enter into a separate Contract in relation to a specific business case in writing, the Contract shall be deemed as concluded at the time of full acceptance of the Customer’s Order by the Supplier in accordance with these GTC.
If either Party has comments to add to and/or modify the other Party’s proposal, such comments or suggestions shall be considered a new proposal.
Within the contractual relationship between the Supplier and the Customer, no third party shall be entitled to give the Supplier any instructions, unless the Parties have expressly agreed on such possibility in writing within the framework of the Order.
The Parties agree that the terms and conditions set out in the Order and/or in the written Contract shall prevail over the terms and conditions set out in these GTC, otherwise the Parties shall be governed by the terms and conditions of the contractual relationship as set out in these GTC.

Order

The Work shall be carried out by the Supplier for benefit of the Customer on the basis of the Order.
The Customer shall issue the Order for the Supplier on the basis of the pre-agreed Work Specification, unless the Parties agree otherwise in writing.
The Order must contain the following particulars
a) designation of the Supplier
b) identification of the Work in accordance with the attached specification agreed by the Supplier
e) deadline for execution of the Work in accordance with the attached specification agreed by the Supplier
f) the estimated price of the Work in terms of the quotation made by the Supplier on the basis of the specification
The Customer is entitled to send the Order by mail or e-mail to the email address orders@risedaytech.net.
The Order of the Customer, including confirmation of determination of the price of the Work in accordance with the Supplier’s written valuation, shall be confirmed in writing by the Supplierwithin 2 working days. If the Supplier fails to confirm the Order within the specified time limit and does not explicitly reject it, it shall be deemed that the Supplier will submit a counter-offer to the Customer’s Order. In this case, the Supplier shall be entitled to modify the delivered Order in the form of a counter-offer which will correspond with the specification of the Work and the quotation that arose prior to issuance of the Order. Then, the Supplier shall send a counter-offer to the Customer for approval. By accepting the Order or approving the counter-offer, the Order shall be deemed binding on both Parties.
Upon acceptance of the Order by the Supplier, or approval of the counter-offer in accordance with par. 5 of this Section of these GTC, a contractual relationship shall be established between the Parties, unless the Parties enter into a separate written contract in relation to performance of the Order. The Parties are bound by this relationship and may not unilaterally terminate it, unless otherwise specified below.
Unless the Parties agree otherwise in writing in advance, these GTC are an integral part of each Contract as well as the Order.
The Supplier is not entitled to reject already accepted Order of the Customer additionally, even partially, due to lack of capacity, unless this is stipulated in the Order, in the written Contract and/or in these GTC.
The Customer is not entitled to cancel the already accepted Order, unless provided for in the Order, in the written Contract and/or in these GTC.
If so agreed by the Parties in the context of the Order in connection with a specific Order, the Supplier shall be entitled to require the Customer to pay an advance payment and/or similar consideration for performance of the Work. In such a case, unless such payment is duly and timely made by the Customer to the Supplier, the Supplier is entitled to unilaterally withdraw from the Order until the advance payment has been credited. Withdrawal from the Order pursuant to this Clause by the Supplier shall terminate all rights and obligations of the Parties arising from such Order. In this case, the Supplier shall be entitled to claim from the Customer the reimbursement of reasonably incurred costs associated with the Order in question, the amount of which shall be quantified in writing and communicated to the Customer. Unless other costs are proven to have been incurred, the Supplier shall be deemed to have incurred administrative costs associated with preparation of performance of the Order in the amount of €1,000. The Supplier is entitled to unilaterally set off the amount of this claim against any and all outstanding liabilities it has with the Customer.

Price and Payment Method

Price data and other declarations and promises are only binding on the Supplier if the Supplier has provided them in writing in the quotation prior to the placing of the Order, in the Order itself and/or in the relevant Contract and provided that the Customer does not substantially deviate from specification of the Work to be ordered by its additional instructions. The Parties shall consider a material deviation to be a change which is so identified by the Supplier within 10 working days of receipt of the Customer’s request for a change. In such a case, the Supplier is in particular entitled to adjust the price of the Work. The change is then considered binding on the Parties only upon acceptance of the new price by the Customer. Until such acceptance, the Supplier is entitled to perform the Work in accordance with the Customer’s original requirement prior to the notified change.
The price of the subject of the Order is always determined as the price of the Work + VAT according to the applicable regulations. The price of the Work does not include the price of transport, except where this is expressly stated in the Order and/or the text of the Contract.
In connection with pricing the Work, the Supplier declares that it has carefully and with the utmost care studied all documents, documentation provided and the specification of Work and it has taken this knowledge into account in the quotation. The Supplier is therefore only entitled to increase the price of the Work in accordance with the Order if, during performance of the Work, the Supplier discovers that the dimensions and/or volumes in the quotation are incorrect, there are necessary items which are not included in the quotation, there has been a substantial increase in the price of inputs, including labour (a price change of more than 5% compared to the estimated price is considered to be a substantial change), or there is a need to replace the originally estimated items with other items. In this case, the Supplier shall notify the Customer of the new price of the Work. As long as the new price does not exceed the original price of the Work by more than 10%, the new price becomes binding for the Parties by its announcing to the Customer. In case of exceeding the new price by more than 10% of the original price, the Parties are obliged to start negotiations to resolve the situation. For the duration of such negotiations, the Supplier shall not be under any time limit under the Order, the Contract and/or these GTC and shall not be obliged to perform the Order. Cases of extra work shall be governed by provisions of par. 9 of this Section of the GTC.
The Customer undertakes to pay the price in accordance with the Order, the Contract and these GTC on the basis of an invoice issued by the Supplier.
Unless otherwise agreed by the Parties, each invoice shall be payable within 15 days from the date of its delivery to the Customer.
The obligation to pay the price shall be deemed as fulfilled by the Customer when the relevant amount is credited to the Supplier’s bank account. Except as provided in the Contract and/or these GTC, the Customer shall in no case be entitled to withhold or otherwise delay payment of any consideration due to the Supplier, nor to make such consideration conditional on any facts, in particular, but not limited, to the existence of a dispute, counterclaim, set-off claim or any other facts which the Customer might otherwise have asserted against the Supplier, unless such a course of action is agreed in writing between the Parties or agreed to by the Customer. The Supplier is entitled to unilaterally set off an outstanding invoice due, even in part, against any and all outstanding liabilities it has with the Customer.
The price of the Work shall be determined according to the Supplier’s valid valuation, which forms part of the Order, unless the Parties agree otherwise in writing. The price of the Work, including VAT, may be paid by the Customer in instalments only if the Supplier and the Customer expressly agree in advance in writing in the form of an instalment schedule. In case of payment in instalments, an agreed instalment schedule defining the payment milestones and other payment terms in relation to the instalments shall be an integral annex to the Order and/or Contract. Then the instalment schedule is binding on the Parties.
In case of a dispute, the invoice shall be deemed as delivered to the Customer together with performance of the Work or, if the instalment schedule has been agreed between the Parties, upon fulfilment of the specified milestone for a particular instalment.
If the Supplier carries out any lesser or additional work on the basis of the Customer’s instructions, the Customer shall confirm legitimacy of the following additional costs in writing in advance:

any additional amount shall be agreed in writing in advance by the Parties and invoiced separately from other billing items and shall be clearly identified as extra work,
for pricing of extra works, as well as deductions for unrealised works and deliveries, the prices are stated in the Supplier’s quotation. The price of any additional works and supplies, for which it is not possible to determine the price on the basis of the quotation, shall be determined in advance by agreement of the Parties.

The Work shall be performed for the benefit of the Customer in a condition usable for the agreed purpose, or exchanged by the Customer within the scope of the Order and/or Contract, otherwise in a condition usual for a similar type of Work.
The price does not include transport of the Work to a place other than the place of performance of the Work, provided that this is in accordance with the Contract on Work. In case of delivery, the goods shall be delivered at the Supplier’s place of business, unless the Parties expressly agree otherwise in advance. In case of a request by the Customer to provide transport of the Work/goods to a specified location, the price of transport shall be determined by agreement of the Parties in advance.

Terms of Delivery

The Work shall be executed with the parameters of characteristics with which the Customer was previously acquainted, or with the parameters usual for the type of Work. If the Work is to have special characteristics that are not usual, the Customer must mention such characteristics in writing at the time of ordering and the Supplier is entitled to refuse the Order on that ground if it is aware that the Work does not have the specified characteristics.
Partial deliveries within the period of performance of the respective Order are permissible, unless otherwise agreed in the Contract.
The Work shall be deemed as duly and punctually performed in accordance with the Contract and the Order at the agreed place at the moment of its actual handing over by the Supplier. Handover means that the Work is available for the Customer at the Supplier’s place of business on a date which will be notified by the Supplier to the Customer in writing. The Parties are obliged to draw up Acceptance Protocol on this fact. The Customer is not entitled to refuse unilateral acceptance of the Work, unless the Contract and/or these GTC do not entitle the Customer to do so in specific cases.
If the Customer fails to take over the Work performed by the Supplier at the time and place mutually agreed in the Order and/or refuses to sign the Acceptance Protocol, the Customer will be in default and will be obliged to pay the Supplier the proven costs and damages caused thereby, in their entirety. Unless the Supplier proves higher costs or damages incurred in connection with the delayed acceptance of the Work by the Customer, the Supplier is entitled to charge a flat-rate amount of €500 per day for each day of delay, even for the first day of delay. The Customer confirms that it considers the agreed amount to be reasonable.
The Customer shall be the owner of the Work during the entire period of performance of the Work. The Supplier shall bear the risk of damage to the Work until the Work has been properly carried out.
The Supplier shall be entitled to withdraw from the respective individual Order for performance of the Work if the Customer has entered into liquidation, bankruptcy or restructuring proceedings have been commenced against it, bankruptcy or restructuring proceedings have been declared against its assets, and if there is a reasonable fear that the performance of the obligations (including those not yet due) by the Customer is seriously endangered.
In case that conflicts, unforeseen events, weather changes, or climatic changes, natural disasters or diseases, restrictions on movement, declaration of a state of emergency or state of war, or similar changes in the normal state or other force majeure circumstances beyond the control of the Parties or an objective shortage of raw materials necessary for performance of the Work or energy, which are not of a merely local nature, will substantially impair the Supplier’s ability to perform the delivery, or the ability of the Customer to accept the Work, the relevant Party shall be entitled to postpone delivery for such period of time as the ability of that Party to carry out or accept the Work is materially impaired by the circumstances. If this period exceeds 3 months, either Party shall be entitled to withdraw from the Order in whole or in part in respect of deliveries to be made during that period. The Party exercising its right in accordance with the above-mentioned shall inform the other Party in writing without delay. A circumstance which, according to the foregoing, allows waiving of obligations and which already existed at the time the Order was accepted will constitute a ground for such a waiver only if its effect on the Contract was not foreseeable at the time of its conclusion.
The Customer shall be entitled to extend or limit the scope of the Work (change the scope of delivery) or require any change to the Work at any time, but only with a prior written consent of the Supplier.

Liability for Defects

A defect in the Work shall be deemed to exist if the Work performed is not in accordance with the specification, or if it does not correspond to the type of Work ordered, unless such Work is usual, or the Work is obviously damaged.
All apparent defects can be claimed ONLY within 5 working days from the moment of acceptance of the Work, in the form of marking the defect and its nature in the Acceptance Protocol, or in writing to the Supplier.
Claims for hidden defects must be made in writing within 5 working days of their discovery during the warranty period. Subsequently, the Supplier is obliged to assess the claimed defect and, if it is indeed a hidden defect, within 10 working days of its notification. The defect shall be removed within a period of time specified in advance by the Supplier and reasonable with regard to the nature of the defect.
The warranty period for the Work and its components is 24 months, unless the Suppliers of the individual components of the Work (in particular, but not exclusively, the technologies incorporated in the Work) do not specify a shorter warranty period in relation to such component. The warranty period shall commence at the moment of proper acceptance of the Work by the Customer, or at the moment when the Customer fails to accept the Work or refuses to sign the Acceptance Protocol within the meaning of par. 3 of the Section “Terms and Conditions of Delivery” of these GTC.
The Supplier shall not be liable for any defects insofar as these may be due to improper use of the Work.
The Supplier undertakes to rectify any defects in the Work that have been duly, timely and legitimately claimed within a period not exceeding days from the Supplier’s assessment of the defect.
The Supplier shall not be liable for any indirect or consequential damages on the part of the Customer, including claims for lost profits, if the Customer has used the Work despite the fact that the Customer knew or should have known that it was defective.
If it is proven that the defect in the Work or part of is irreparable, the Supplier undertakes to supply a replacement, in particular a reasonable discount on the price of the Work. Should the irreparable defect be of such a nature as to endanger the safe use of the Work, the Customer shall be entitled to withdraw from the Contract.

Security and Sanctions

In order to ensure fulfilment of the Customer’s obligations, if there is a reasonable fear on the part of the Supplier that the Customer will not be able to fulfil its obligations properly and in time, the Supplier is entitled to make performance of the Work or part of it conditional on the payment of the Supplier’s invoices payable by the Customer. In this case, the time limit for performance of the Work, or a specific part thereof, shall be extended by the number of days until payment of the relevant invoice(s) is made.
In addition to the procedure referred to in par. 1, in particular where such procedure would be insufficient or inappropriate, the Supplier shall be entitled to require the Customer to provide additional security for fulfilment of its obligations. Security means in particular, but not exclusively: establishment of a pledge over receivables, goods or other movable property owned by the Customer in favour of the Supplier, release of goods pledge certificates, provision of bank guarantees, or other similar security to which the Supplier agrees.
For the purpose of establishing sufficient security, the Supplier and the Customer are obliged to provide each other with all necessary cooperation. Otherwise, the breaching Party shall be liable for the damage suffered in its entirety.
If the Supplier decides to exercise its right to adequate security under this Section, the time for performance of the Work and any parts thereof shall be delayed by the appropriate number of days until the moment as security is properly created in favour of the Supplier.
In case that for any reason the security under this Section ceases to exist without proper and timely performance of the Customer’s obligation, the Supplier shall be entitled to withdraw from the Order. In this case, the Customer is also entitled to claim a contractual penalty amounted to 20% of the total price of the Work. The right to compensation is not affected. The Parties consider the agreed amount of the contractual penalty to be reasonable in view of the nature of the obligation to be secured.
If the Supplier is in default in fulfilling the obligation to perform the Work, or any specific part thereof within the scope of the Order, the Customer is entitled to claim payment for the material damage incurred. The contractual penalty is in the amount of 0.05% of the price of performance for each day of delay without the need for special notice. The right to compensation is not affected.
If the Customer is in delay in due and punctual payment of any invoice, even in part, the Supplier shall be entitled to demand a contractual penalty in the amount of €500 for each day of delay, without a need for special notice. The right to compensation is not affected.
The Supplier shall not be obliged to perform its obligations under these GTC and individual Orders towards the Customer for the period of time during which the Customer is in delay of its obligations under the Contract, the Order or these GTC.

Protection of Confidential Information

Each Party undertakes not to disclose confidential information or allow its unauthorised use by third parties, unless the other Party agrees with it in writing in advance.
The limitations of this Section in relation to confidential information shall not apply to the extent that this information is disclosed to entities providing financial, economic, accounting or legal advice to the Party and such entities are themselves bound by confidentiality obligations.
The Party shall be entitled to disclose confidential information subject to protection even without prior consent of the other Party only in cases and to the extent specified by law or other generally binding legal regulation and only to entities authorised to do so.
In case of unauthorised use of the confidential information provided, the aggrieved Party shall be entitled to compensation for damages. Likewise, the breaching Party shall be obliged to prevent further unauthorised use of the confidential information and to restore all measures to protect it. Satisfaction of a claim for damages shall not extinguish the obligation of the Parties to remedy and to ensure proper protection of confidential information.

Final Provisions

The persons signing the Contract on behalf of the Customer declare that they are authorised to perform such legal act binding the Customer.
Neither Party shall be entitled to assign any rights and/or obligations under the Contract and/or a specific Order to a third party without prior written consent.
Unless expressly provided for in the Contract and/or these GTC, neither Party shall be entitled to unilaterally set off any of its monetary claims against a monetary claim of the other Party arising from the Contract, individual Orders and/or these GTC.
Legal relations that are not regulated by these GTC and/or the Contract shall be governed by the Commercial Code, as well as other generally binding legal regulations in force in the Slovak Republic. The Parties hereby also exclude the application of any conflict rules provided for in bilateral and/or multilateral international treaties and/or agreements which are part of legislation of the Slovak Republic. The Parties hereby expressly agree that the provisions of the INCOTERMS issued by the International Chamber of Commerce in Paris referred to on an invoice for performance under the Contract and/or any other document related to the Contract which are inconsistent with the agreement of the Parties under the Contract shall be disregarded. The Parties agree that the Vienna Convention (UN Convention) on Contracts for the International Sale of Goods shall not apply to the regulation of their rights and obligations under this Contract.
The courts of the Slovak Republic are competent to resolve any disputes.
In case that any provision of these GTC becomes invalid, ineffective or unenforceable, the invalidity, ineffectiveness or unenforceability of the remaining provisions of these GTC shall not be affected thereby. Until the text of these GTC is updated to reflect this fact, other provisions of the GTC shall apply to replace the invalid, ineffective or unenforceable provisions, and if there are no such provisions, then the provisions of legal regulations valid in the Slovak Republic shall apply.
The above terms and conditions are available on the Supplier’s website.
Sending the Order by the Customer is at the same time an expression of consent to the wording of the General Terms and Conditions of the Supplier.

These General Terms and Conditions shall come into force and effect on the date 12^th of February 2022

In Bratislava on 12^th of February 2022