General Terms and Conditions for Businessmen and Legal Entities
1 Background and definitions
1.1 These General Terms and Conditions regulate the contractual relationship between ProStudio, s.r.o., based at Havlíčkova 7, 811 04 Bratislava, Slovakia, company ID: 35 964 570, registered with the Business Register maintained by the Regional Court in Bratislava I, section Sro, entry no. 38306/B, phone no.: +421 (0) 908 831 603, e-mail: firstname.lastname@example.org as the Seller, and businessmen and legal entities as Buyers. The Seller runs a website (www.a-viac.eu).
1.2 Definitions (sorted alphabetically)
Account – The Seller’s Account on the Portal, created by signing up, it allows the Buyer primarily to order Goods in the Online Store, to monitor their orders, or enter and amend their billing and delivery information that is necessary for processing the Order. The Seller does not guarantee that the Portal will include the option to create their own customer accounts, or rather such an option can be rescinded at any time.
Agreement – A purchase agreement, concluded by the Seller and Buyer based on the Buyer’s Order, placed to the Seller on the Portal. These Terms and Conditions constitute a part of the Agreement and regulate the entire contractual relationship which it establishes. The Agreement is concluded once the Order is confirmed. There is no legal claim to conclude the Agreement.
Buyer – A businessman or legal entity which orders goods offered by the Seller in the Online store, and enters into a contractual relationship with the Seller as per these Terms and the Agreement.
Civil Code – Act No. 40/1964, Collection of Law, Civil Code as effective on the day of the Order’s confirmation.
Commercial Code – Act No. 513/1991, Collection of Law, Civil Code, as effective on the day of the Order’s confirmation.
Confirmation of an Order – Confirmation of a placed and received Order sent by the Seller to the Buyer by electronic mail to the e-mail address which the Buyer entered when signing up or filling out the electronic Order Form on the Portal.
Cost of Delivery – The Cost of Delivery constitutes any fees for delivering the Goods, and for paying the Purchase Price as per the price list provided in the Terms, the Order Form, or on the Seller’s Website. The Buyer is always notified of the Cost of Delivery before they confirm the Order Form and place the Order.
Electronic Content – Data created and provided in an electronic form, primarily computer programmes, applications, games, music, videos, or texts.
Force Majeure – Any natural force or event which is not controlled or controllable by humans; a strike, uprising, civil unrest, measures taken by public authorities in regard to general binding regulations and decisions, or any other grave events which occur independently on the will of the Parties, including any circumstances which disclaim responsibility as per the Commercial Code.
Framework Agreement – A framework purchase agreement or an agreement on business relationships concluded by the Parties for the purpose of specifying contractual terms of ordering and delivering Goods on the basis of Agreements.
GDPR – Regulation of the European Parliament and the Council (EU) 2016/679 (EU) 2016/679.
Goods – Goods offered by the Seller on the Portal. The Seller gives the Purchase Price for each piece of goods, main properties, and characteristics. The Seller does not guarantee that the Goods presented on the Portal are available.
Invoice – The Invoice issued by the Seller for the Goods ordered by the Buyer where the Seller invoices the Buyer for the Purchase Price and Cost of Delivery. The Invoice constitutes a tax document. The Seller can also deliver the Invoice electronically, e.g. in the .pdf or .xml format.
Order – An order of Goods placed by the Buyer online on the Portal and delivered to the Seller, describing the type and amount of ordered Goods, the Purchase Price, Cost of Delivery, payment method, and the method of delivering the ordered Goods.
Order Form – An online Order Form by means of which the Buyer fills out the Order on the Portal and places it.
Party, Parties – Contracting parties (Seller, Buyer) to the contractual relationship established by an Agreement.
Personal Data Protection Act – Act No. 18/2018, Collection of Law, on personal data protection and on amending certain acts, as subsequently amended.
Personal Data Protection Regulations – GDPR, and the Personal Data Protection Act.
Portal – Online sales space on the Website where the Buyer views, selects, and orders Goods from the Seller, confirms their Order, and agrees to the Terms.
Purchase Price – The Purchase Price of the Goods, assigned by the Seller to particular Goods on the Portal. The price, published on the Portal, can be given either with taxes (e.g. the value added tax) and fees (e.g. for recycling waste and packaging, or as a payment to author protection societies), included, or not included.
Return Policy – Terms for returning delivered Goods which regulate the method of lodging and handling Buyers’ complaints, grievances, and motions.
Seller – ProStudio, s.r.o., based at Havlíčkova 7, 811 04 Bratislava, Slovakia, company ID: 35 964 570, registered with the Business Register maintained by the Regional Court in Bratislava I, section Sro, entry no. 38306/B.
Shopping Basket – The Shopping Basket is a virtual component of the Portal, where the Buyer places the required amount of the selected Goods by means of the Portal’s web interface.
Terms – These General Terms and Conditions for Businessmen and Legal Entities.
Terms of Delivery – Terms of delivering the Goods as per Article 4 of the Terms, and other related provisions.
Terms of Payment – Terms of settling the Purchase Price and Cost of Delivery as per Article 3 of these Terms.
Website – The website (www.a-viac.eu), where the Portal (e-shop) is located.
1.3 These Terms regulate only relationships where the Buyer is a businessman or a legal entity, i.e. entities which are not defined as consumers by consumer protection regulations.
1.4 These Terms are published on the Website, and agreeing to them is an integral part of the Order’s confirmation process. If the Buyer fails to read these Terms and Return Policy and agree to them, the Seller is not obliged to accept the Order. By confirming the Order, the Buyer expresses their consent to these Terms and Return Policy, and declares that they read and familiarised themselves with them.
1.5 The Seller is entitled to unilaterally amend these Terms and Return Policy.
2 Ordering goods
2.1 On the Portal, the Buyer views and chooses Goods, and places them in the Shopping Basket. The content of the Shopping Basket is the basis for an Order. The Buyer orders Goods with the Order Form. They are obliged to fill out all required obligatory information in the Order Form.
2.2 By sending the Order Form and placing the Order, the Buyer confirms that they have read the Terms and Return Policy, and agree to them.
2.3 The Buyer becomes bound by the Order as soon as the Order Form is properly sent. By sending the Order Form, they agree to the Terms. The Buyer is fully responsible for ensuring that the data they entered into the Order Form is correct and true.
2.4 The Seller becomes bound by the Order as soon as the Order’s confirmation is sent. The Order will be confirmed to the Buyer after it is processed by the Seller; the confirmation will be sent to the e-mail address provided by the Buyer in the Order. The Agreement is concluded when the Order’s confirmation is delivered to the Buyer by electronic mail.
2.5 The Buyer can cancel the Order only until the Seller confirms the Order.
2.6 The Seller can cancel the Order if (i) the ordered Goods are unavailable for any reason, even though the Online Store claims otherwise, (ii)if the Goods become unavailable while the confirmed Order is being processed, (iii)the Seller is not able to ensure the Goods’ delivery for the Price quoted in the Online Store, or(iv) the Purchase Price or Cost of Delivery quoted on the Website where the Buyer ordered the Goods are inaccurate for any reason, especially as a result of a technical or administrative error.
2.7 Parties will notify each other that the Order was cancelled by electronic mail, or telephonically, otherwise the cancellation does not come into effect.
3 Purchase Price, Cost of Delivery, Terms of Payment
3.1 The Purchase Price of each piece of Goods is set by the Seller and published on the Website. The Seller can change the Purchase Prices at any time on the Website, especially if legal regulations are amended, or if the prices charged by the manufacturers or suppliers of Goods change.
3.2 The Purchase Price and Cost of Delivery do not include the cost of assembling the Goods, installing them, and putting them into operation as the Seller does not provide these services.
3.3 The Purchase Price and Cost of Delivery are binding on both Parties once the Order is confirmed.
3.4 The Seller can change the Cost of Delivery, especially if legal regulations are amended or if there is a change in the price of the supplier’s services which are related to the Cost of Delivery. The cost and methods of delivery are stated on the Website (www.a-viac.eu).
3.5 The Buyer must settle the Purchase Price and Cost of Delivery to the Seller,as stated in the Invoice.
3.6 The period for paying the total price is stated in the Invoice; usually seven (7) days of the Invoice’s issue. The Seller can request that the Buyer settle the total price before the Goods are dispatched.
3.7 The Seller will deliver the Invoice to the Buyer by electronic mail, or with the Goods and delivery note.
3.8 The total price is considered to be settled as soon as the Seller receives the payment, i.e. when the payment is deposited in cash in the Seller’s register (in case of a cash payment), credited to the Seller’s account (in case of a transfer or card payment), or made to the shipper’s hands (in case of cash on delivery).
3.9 If the Buyer receives the Goods before the Purchase Price and Cost of Delivery are settled for any reason, and fails to settle them, the Seller is entitled to(i) withdraw from the Agreement and request that the Customer return the Goods in their original, undamaged condition at the Buyer’s expense, or (ii)request that the Buyer settle the total price, along with the late payment interest as set by the Commercial Code unless the Parties agree on a different amount, and other expenses related to collecting the debt as per relevant legal regulations, especially judicial, notarial, and other fees, as well as distraint expenses and the cost of legal representation.
4 Delivering Goods, and Terms of Delivery
4.1 The place and method of delivery are determined by the Buyer in the Order Form, as limited by the Seller’s Terms and the Order Form. The Buyer will be notified of any such limitations during the process of filling out or sending the Order Form. As per the Order’s confirmation, the Seller will deliver the Goods to the Buyer to the place designated in the Order’s confirmation.
4.2 The delivery of Goods and the delivery period depend mostly on whether or not the Goods are stocked in the Seller’s warehouse, and on the Seller’s operating capabilities. The availability of Goods in the Seller’s warehouses, and the assumed periods for their re-stocking are usually stated on the Website, next to the individual pieces of Goods; they are approximate estimates, and serve information purposes only. The Seller is not responsible for ensuring that the Goods are available in the Seller’s warehouses, or that the periods for their restocking are correct or adhered to. The period for delivering the Goods to the Buyer is automatically extended by any period for delivering the Goods to the Seller’s warehouse. The Seller is not responsible for any damage caused by a late delivery of the Goods.
If the Seller fails to deliver the Goods within an additional delivery period, and the Parties do not agree on delivering replacement Goods, then any of the contracting Parties can withdraw from the Agreement in writing, by sending an electronic message to the other Party.
4.3 If all pieces of the ordered Goods cannot be delivered to the Buyer in a single package for any reason, the Seller may dispatch an incomplete Order.
This article does not apply to delivering Goods in different parcels from different warehouses of the Seller, or to a delivery of Goods which is, for logistic or other reasons, done by means of different packages dispatched at the shortest intervals possible, but within seven (7) days of one another at the most. For the purposes of this article, all these packages will be viewed as a single (first) package.
Any Party may withdraw from the part of the Agreement that concerns the Goods which were not delivered by the Seller in the first package. They will do it in writing, by electronic mail.
If any Party does not withdraw from the part of the Agreement that concerns the Goods which were not delivered by the Seller in the first package, the Seller will deliver the remaining part of the Goods as soon after having delivered the incomplete package as possible.
4.4 The delivery of Goods contains the supplied Goods, Invoice (unless provided electronically), instruction manual, special warranty card (unless included directly in the packaging provided by the Goods’ manufacturer or supplier), and possibly also a delivery note.
At the place of delivery, the Buyer must receive the Goods in personand prove their identity upon receipt. If the Goods are to be received by someone else on the Buyer’s behalf, the Buyer states their contact information in the Order. If the Buyer fails to state the necessary contact information in the Order which would allow the Seller or shipper to clearly identify the person who is supposed to receive the Goods on the Buyer’s behalf, the Seller will bear no responsibility in the event that the Goods are delivered to a wrong person.
4.5 The Buyer or a person authorised by them must check the Goods upon receipt, especially in regard to their amount, type, and any apparent damage sustained by them or their packaging. If any faults or damage are discovered in case of a personal pick-up, the Seller and the Buyer (or a person authorised by the Buyer) will draw up a special written certificate where they mention and describe the discovered faults and damage, and visually document these faults and damage if needed. If the Goods are not being delivered by a personal pick-up, the Buyer must describe the faults and damage in writing and enclose this description with the Goods. The Seller bears no responsibility for any faults and damage sustained as a result of the Goods being transported to the Buyer, or for any apparent faults and damage the Buyer failed to claim upon receipt for no reason, despite being aware of them.
4.6 The Goods are considered to be received by the Buyer as soon as the Buyer or a third party authorised by them (excepting the shipper) receives the supplied Goods or their part if the Goods are being delivered in parts.
4.7 If the Buyer does not collect the Goods within seven (7) days of the moment it was made available in case of a personal pick-up, or in the collection period in case of a mail transport by Slovenská pošta, a.s., or within seven (7) days of the first attempt at delivery by a courier service, and if the Buyer did not send a written request to the Seller, asking for the delivery period to be extended and the Goods to re-delivered, the Seller can withdraw from the Agreement and hand the Goods over to a third party. If the Buyer paid the Purchase Price and/or Cost of Delivery in the meantime, the Seller will return the Purchase Price to the Buyer, but not the Cost of Delivery. If a re-delivery of the Goods is arranged, the Buyer must settle additional Cost of Delivery to the Seller.
4.8 Proprietary rights (right of use in case of Electronic Content) to the Goods are passed to the Buyer once the Purchase Price and Cost of Delivery are settled in full. The risk of damage to the Goods passes to the Buyer upon their receipt. This does not affect the provision of the Terms which states that the Seller is not responsible for any damage to the Goods caused by their transport to the Buyer.
5 Withdrawing from the Agreement
5.1 Each Party can withdraw from the Agreement or individual purchase agreements only as per the Agreement, purchase agreements, or these Terms.
5.2 The provisions of Sections 345 to 349, and Sections 436 to 440 of the Commercial Code are not applicable to the contractual relationship established by the Agreement, purchase agreements, Terms, and Return Policy, or to related contractual relationships.
5.3 The Buyer can withdraw from a relevant Agreement if the Seller fails to supply the Goods in the period set by the Terms or to repair returned Goods in the period set by the Terms. The Buyer cannot terminate the Agreement without giving any reason.
5.4 The Buyer cannot withdraw from the Agreement and/or return any Goods they used up, damaged, or otherwise rendered unusable, or whose proper use for the designated purpose they prevented, or any Goods they cannot return in full; otherwise, they are responsible for any damage caused. The Parties may agree on returning damaged, worn, or partially unusable Goods which can still be used, but for a reduced compensation which reflects the extent of the damage, non-usability, or wear sustained by the Goods. In case the Goods are supplied with a piece of software (computer programme, multimedia work) whose activation uses up a unique license key or code, rendering the software useless to the Seller, the Buyer can withdraw only from that part of the Agreement which concerns hardware, if this is possible and the software is technically and legally severable from the hardware. The Seller can deduct the price of the above-mentioned software from the Purchase Price they must return to the Buyer.
5.5 The Seller can withdraw from the relevant Agreement if the Buyer does not settle the Purchase Price and/or Cost of Delivery, or if they refuse to receive the Goods, or if any other of the obligations they have towards the Seller is breached.
5.6 Withdrawing from the Agreement means terminating it from the start. The Buyer must return unused and undamaged Goods to the Seller, and the Seller must return the Purchase Price to the Buyer as paid; this will take place within fifteen (15) days of the withdrawal coming into effect. The Cost of Delivery is not returned. The Buyer must return the Goods to the Seller in their original condition and packaging, including all accessories, documentation, manual, and warranty card, at their own expense.
5.7 The withdrawal must be done in writing and delivered to the other Party. If required by the Agreement or these Terms, the notification has to include the reason for the withdrawal. The withdrawal comes into effect upon its delivery to the other Party.
6 Warranty, and warranty period
6.1 The Seller provides warranty for the Goods under the same conditions it is provided by the manufacturer or supplier of the Goods. The Seller can extend the warranty period; the terms and scope of such an extended warranty will be specified in the warranty card. In case of second-hand Goods, the warranty period lasts half the usual time. If no warranty period is given in the warranty card, the warranty period stated on the Website next to the piece of Goods in question applies. If no warranty period is given either in the warranty card, or on the Website, a warranty period of 24 months for B2C as per the Civil Code, and of 12 months as per the Commercial Code applies, starting on the day of the Goods delivery to the Buyer.
6.2 The Seller can issue a warranty card to the Buyer if it is not included in the original packaging of the Goods and if the Buyer requests them to do so.
6.3 The warranty starts at the moment set by the manufacturer or supplier of the Goods, and is independent on the Goods’ delivery to the Buyer. In the event the Seller replaces Goods with new ones as a part of the warranty, a new warranty will apply to these new Goods; the warranty period as per Article 6.1 will commence at the moment set by the manufacturer or supplier of these new Goods. If the Goods are to be repaired, the warranty period will not be running; after the repaired Goods are delivered, it will continue from the moment of its suspension.
6.4 The scope of warranty and exemptions from it, warranty expiration, lodging and handling complaints, and other rights and obligations related to warranty, as well as responsibility for defects, are described in the Return Policy, published on the Website (www.a-viac.eu). The Return Policy is an integral part of these Terms.
7 Personal data protection
7.1 The Buyer (hereinafter referred to only as the “Data Subject” for the purposes of this Article) acknowledges that concluding a Framework Agreement or any Agreement gives the Seller (hereinafter referred to only as the “Data Controller” for the purposes of this article) a right to process the Buyer’s personal data as per Article 6, Section 1, Letter b) of GDPR, and Article 13, Section 1, letter b) of the Personal Data Protection Act.
7.2 The responsible person of the Data Controller, if appointed, is named on the Data Controller’s website(www.a-viac.eu).
7.3 The purpose of the Data Controller’s processing of the personal data of the Data Subject is (i)the sale and delivery of the Goods by the Data Controller to the Data Subject, (ii)concluding and performing a Framework Agreement, if concluded, and Agreements, (iii)choosing and making claims in regard to the Framework Agreement, if concluded, and Agreements, and (iv)operating the Portal as well as the Data Subject’s Account, by means of which the Data Subject primarily orders Goods and the Data Controller primarily delivers accounting documents. If the Data Subject gives their consent, the purpose of the Data Controller’s processing of the personal data of the Data Subject is, on the basis of the provided consent, (v) sending newsletters and marketing communications to the Data Subject, and (vi)including the Data Subject into the Data Controller’s customer research, where the Data Subject gives their consent as per this sentence by concluding a Framework Agreement or placing an Order.
7.4 The legal basis for the processing of personal data is (i) the performance of the contractual obligations imposed on the Seller by the Framework Agreement, if concluded, and by any Agreement to which the Data Subject is a contracting party (Article 6, Section 1, letter b) of GDPR, and Article 13, Section 1, letter b) of the Personal Data Protection Act), and (ii) a legitimate interest of the Data Controller (Article 6, Section 1, letter f) of GDPR, and Article 13, Section 1, letter f) of the Personal Data Protection Act), which consists of their interest in a proper and complete performance of the Framework Agreement, if concluded, and any individual Agreement, as well as any possible claim made by the Data Controller or a third party against the Data Subject.
7.5 In case the purpose of personal data processing comprises sending newsletters and marketing communications to the Data Subject, or an inclusion of the Data Subject into the customer research of the Data Controller, the legal basis of any such personal data processing of the Participant will be done on the basis of their consent, given by signing the Framework Agreement, if concluded, or confirming an Order being placed (Article 6, Section 1, letter a) of GDPR, and Article 13, Section 1, Letter a), of the Personal Data Protection Act). By signing this Agreement, the Data Subject grants the Data Controller a permission to process their Personal Data to the extent stated in Article 7.6 of these Terms, for the purposes stated in Article 7.3 (v) and (vi) of these Terms / the first sentence of this Article, and for the period given in Article 7.7, the second sentence of these Terms.
7.6 The Data Controller will process the personal data of the Data Subject to the following extent (a list of personal data): (i) identification data (name and surname, maiden name, titles before and after the name, date of birth, company ID, tax registration number, incorporation, online identifiers, IP addresses, signatures), (ii) contact information (addresses / permanent residence, temporary residence, home address, billing address, delivery address, electronic address, phone number, fax number), (iii)information about the economic identity of the Data Subject (bank account numbers; numbers of tax, accounting, delivery, and other documents; information about payments, debts, and liabilities), (iv) other information about legal identity (information from agreements and other legal acts, information about non-financial liabilities, rights and entitlements, information about activities, actions, and conduct, information from cookies, information about shopping preferences), and (v) other personal information, processed as per legal regulations (hereinafter referred to only as "Personal Data"). Personal Data does not include a legal entity’s contact information.
7.7 The period of storage of the Personal Data equals the necessary period for exercising the claims of the Data Subject and/or the Data Controller in legal proceedings as per Articles 387 to 408 of the Commercial Code, and Article 3.5. of the Agreement (limitation period). Where the processing of Personal Data on the basis of a consent given as per Article 7.5 of these Terms is concerned, the period of storage of the Personal Data equals the duration of this Agreement + twenty-four (24) months of the Framework Agreement’s termination, if concluded, or of the termination of the last Agreement concluded by the contracting Parties.
7.8 The provision of Personal Data is a contractual requirement as well as a requirement to conclude an agreement between the Data Controller and the Data Subject, necessary in order to fulfil the purposes stated in Article 7.3 of these Terms. Personal Data is provided on a voluntary basis.
7.9 The Data Controller does not use automated decision-making or profiling.
7.10 The Data Subject enjoys the rights of data subjects as per Chapter III of GDPR and the second chapter of the Personal Data Protection Act, especially (i) the right to information as per Articles 13 and 14 of GDPR, and Articles 19 to 21 of the Personal Data Protection Data Act, and to notifications as per Articles 15 to 22 and Article 34 of GDPR, and Articles 22 to 28 and Article 41 of the Personal Data Protection Act which concerns processing, and the right to receive this information in a concise, transparent, illegible, and easily accessible form, formulated clearly and simply and provided in writing or by other means, and if necessary electronically (ii) the right to access their Personal Data,(iii) the right to correct their Personal Data, (iv)the right to delete their Personal Data (right to be forgotten), (v)the right to limit the processing of their Personal Data, (vi)the right to receive a notification that the Personal Data was corrected, deleted, or that its processing was limited, (vii) the right to data portability if it is processed on the basis of consent or an agreement, and if this processing is done by automated means, (viii) right to object against the processing of their Personal Data, (ix) the right to be exempt from automated individual decision-making, including profiling, (x)the right to revoke their consent with the data processing at any time, and (xi)the right to file a complaint with the competent supervisory authority (Office for Personal Data Protection of the Slovak Republic, www.dataprotection.gov.sk) and submit a motion to institute proceedings on personal data protection. The extent, limitation, and manner of exercising the above-mentioned rights are described in Chapter III of GDPR, and the second chapter of the Personal Data Protection Act.
7.11 The rights of the Data Subject, and the basic rules of personal data processing are described on the company’s Website (www.a-viac.eu).
7.12 The Data Subject has a right to object against the processing of their personal data if it is being processed because of a public interest, legitimate interest, or for the purposes of direct marketing. Such objections can be made in writing and sent to the Seller’s physical, or electronic address (email@example.com).
7.13 The Data Subject can revoke their consent to personal data processing if it is being done solely on the basis of their consent. Such revocations can be made in writing and sent to the Seller’s physical, or electronic address (firstname.lastname@example.org).
7.14 Personal data processing is supervised by the Office for Personal Data Protection of the Slovak Republic, based atHraničná 4826/12, 820 07 Bratislava – Ružinov. The Data Subject can file a motionto initiate proceedings on personal data protection with the Office, due to its capacity as a supervisory authority.
8 Governing law, and the judicial authority
8.1 The Agreement is governed by Slovak laws and the Commercial Code.
8.2 As per the provision of Article 37e of Act No. 97/1963, Collection of Law, on international private and procedural law, as subsequently amended, and Article 25, Regulation (EU) No. 1215/2012 of the European Parliament and Council, on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, as subsequently amended, Slovak courts have the sole authority to resolve any disputes which arise from the Agreement and/or relationship that are directly or indirectly related to the Agreement, its content, and/or subject.
9 Final provisions
9.1 The Seller can amend these Terms unilaterally. The amended Terms will be published on the Website (www.a-viac.eu) at least one (1) month before the day of their coming into effect. If possible, the Seller will notify their business partner of any such amendment by e-mail.
9.2 If the Parties concluded a Framework Agreement, the Buyer can withdraw from it in the event that they do not agree with any amendment of the Terms; the notice period of three (3) months will commence on the first day of the month immediately preceding the calendar month of the notice’s delivery to the Seller. Under this Article, the Buyer can withdraw from the Framework Agreement only until the relevant amendment of these Terms comes into effect; if they fail to exercise this right within the stated period, it is understood to mean that they agree to the amendment of these Terms.
9.3 These Terms and Return Policy come into force on the 1st of September, 2018.