General Purchasing Terms

I. Scope of Application

These General Purchasing Conditions (hereinafter "GPC") apply to all business dealings with suppliers or other contractors (hereinafter jointly referred to as the "Supplier"), even if they are not mentioned in subsequent contracts. Amendments, additions or terms of sale of the Supplier deviating from the provisions below shall only be deemed accepted if they are expressly acknowledged in writing as a supplement to our purchasing conditions prior to delivery. Acceptance of services or deliveries, or payment, does not constitute consent to deviating or supplementary terms of sale of the Supplier. If the Supplier does not agree with these purchasing conditions, it must notify us thereof in writing without undue delay. In such a case, PROXIMA Industries s. r. o. is entitled to cancel the order immediately and free of charge.

These General Terms and Conditions apply to PROXIMA Industries s. r. o. (referred to in this document as "PROXIMA"), Tužina 422, 972 14 Tužina, Slovak Republic, e-mail address: office@proxima-industries.com, managing director authorised to represent the company: Stanislav Bobok.

II. Orders

1. An order is only deemed to have been placed once it has been drawn up and signed by us in writing. Orders placed orally or by telephone are only binding on us if we have confirmed them by subsequently sending a written order. Drawings provided by us in individual cases, including tolerance specifications, are binding. By accepting the order, the Supplier acknowledges that it has informed itself of the type of execution and the scope of the work by inspecting the available plans. We assume no liability in the case of obvious errors, typographical or calculation errors in the documents, drawings and plans submitted by us. The Supplier is obliged to notify us of such errors so that our order can be corrected and reissued. This also applies to missing documents or drawings.
2. Acceptance of an order must be confirmed to us by signing the copy of the order within two weeks of the order date; otherwise we are entitled to revoke the order.
3. Deviations in quantity and quality from the text and content of our order, as well as subsequent contract amendments, are only deemed agreed once we have expressly confirmed them in writing.
4. Drawings, tools, samples, models, trademarks and get-up or similar items, as well as finished and semi-finished products which are provided by us or manufactured on our behalf, remain our property and may only be supplied to third parties with our express written approval. Unless otherwise agreed in individual cases, these items must be returned to us without undue delay upon completion of the order, without any special request being required. Products manufactured or marked with such production equipment, trademarks and get-up may only be supplied to third parties with our express written approval.
5. The Supplier is aware that we manufacture predominantly for the automotive industry and that the parts to be delivered must therefore comply with the applicable standards required for the automotive industry ("QM" quality seal). The Supplier must continuously align the quality of the products to be delivered with the latest rules of technology and the technical standards applicable at the place of use. The Supplier declares that it knows the standards, requirement specifications and documentation manuals of the manufacturers necessary for a quality-compliant delivery, or that it will obtain these at its own expense. It declares that the delivery complies with the criteria set out therein and is liable for any deviations.
6. The Supplier is obliged to establish and maintain a quality assurance system appropriate in type and scope and corresponding to the latest state of the art. In this respect, it must keep records — in particular of its quality inspections — and present them on request.
7. Assembly, operating and storage instructions must be supplied free of charge in the Slovak language. This also applies to documentation for maintenance and repair.
8. The Supplier may only engage third parties to perform the work with prior written approval. In doing so, it must ensure that the agreed quality standards pursuant to point 5 are met. The contractor assumes the guarantee for its subcontractors/suppliers.
9. For every order sent by us, the Supplier must send an order confirmation stating a binding delivery date. It must be sent electronically to: office@proxima-industries.com.

III. Delivery Dates / Delivery Note

1. The agreed delivery periods and delivery dates are binding. They run from the date of the order. The goods must be received at the receiving point specified by us within the delivery period or by the delivery date. If delays are to be expected, the Supplier must notify us thereof without undue delay and obtain our decision on whether the order is to be maintained.
2. If the Supplier is in default, we have the right, after issuing a reminder, to demand a contractual penalty of 0.5% of the net order value per commenced week, up to a maximum of 5% of the net order value and/or of the delivery, and/or to withdraw from the contract. Any contractual penalty paid shall be credited against a claim for damages (§ 301 of the Slovak Commercial Code).
3. We are not obliged to accept delivery before the delivery date.
4. Delivery notes must be sent with the goods and additionally in electronic form to: office@proxima-industries.com.

IV. Delivery / Packaging

1. Delivery shall be made at the Supplier's expense, free of charges, to the receiving point specified by us. If, by way of exception, we are to bear the freight costs, the Supplier must choose the mode of transport specified by us, or otherwise the mode of transport and delivery most favourable to us.
2. Risk only passes to us upon acceptance by our receiving point.
3. Packaging is included in the price. If, by way of exception, something else has been agreed, packaging shall be charged at cost price. The Supplier must choose the packaging specified by us and ensure that the packaging protects the goods from damage. In the event of return, at least 2/3 of the charged value must be credited.

V. Documentation

1. Invoices, delivery notes and packing slips must be enclosed with each consignment in duplicate — and, on request, also in English or German. These documents must contain: a. order number, b. quantity and unit of quantity, c. gross, net and, where applicable, chargeable weight, d. article description with our article number, e. remaining quantity in the case of partial deliveries.
2. In the case of freight consignments, a dispatch notification must be sent to us separately on the day of dispatch.

VI. Prices

1. Unless expressly agreed otherwise, the agreed prices are fixed prices, unless the Supplier generally reduces its relevant prices.
2. The Supplier shall not grant us prices and conditions less favourable than those granted to other customers, if and to the extent that such customers offer the Supplier the same or equivalent conditions in the specific case.

VII. Invoicing / Payment

1. Invoices must be issued separately for each order. Payment shall only be made after complete receipt of the defect-free goods or complete defect-free performance and after receipt of the invoice. This applies accordingly to partial deliveries. Delays caused by incorrect or incomplete invoices do not affect early payment discount periods.
2. Payments shall be made within 14 days of receipt of the invoice with a 2% early payment discount, or net within 30 days of receipt of the invoice.
3. The Supplier's claims against us may only be assigned to third parties with our consent. Payments shall be made only to the Supplier.
4. Invoices must be issued in accordance with § 71 et seq. of Act No. 222/2004 Coll. on value added tax, as amended, and transmitted electronically to: office@proxima-industries.com.

VIII. Guarantee / Warranty / Complaints

1. The Supplier undertakes that the goods, including get-up and labelling, comply with our specifications as well as with the quality standards of the automotive industry and the standards, requirement specifications and documentation manuals of the manufacturers. Our order or commission shall be executed professionally and properly in accordance with the current state of the art.
2. In the event of delivery of defective goods, the Supplier shall be given the opportunity to rectify the defect or make a replacement delivery. If the Supplier is unable to do so, or fails to do so without undue delay after being requested to do so and after a deadline has been set, we are entitled to return the goods at the Supplier's risk and to procure replacements elsewhere. In urgent cases, we are entitled, after notifying the Supplier, to carry out the rectification ourselves or have it carried out by a third party. The costs incurred as a result shall be borne by the Supplier.
3. For the product manufactured by the Supplier or the order carried out by it, the warranty ends upon expiry of 24 months after delivery and acceptance.
4. Unless otherwise provided above, the warranty shall be governed by the statutory provisions (Commercial Code).

IX. Producer Liability

For defects in the goods attributable to the fault of the Supplier, the Supplier shall indemnify us against the resulting producer liability to the extent that it would itself also be directly liable.

X. Intellectual Property Rights

The Supplier is liable for ensuring that its delivery and our use thereof do not infringe any patents or other intellectual property rights of third parties. It shall indemnify us and our customers against all claims arising from the use of such intellectual property rights. This does not apply to the extent that the Supplier manufactured the delivered goods according to drawings, models or other equivalent descriptions or instructions provided by us and does not know, or cannot be expected to know in connection with the products manufactured by it, that intellectual property rights are thereby infringed.

XI. Force Majeure

War, civil war, export restrictions or trade restrictions due to a change in political circumstances, as well as strikes, lockouts, operational disruptions, operational restrictions — in particular affecting our customers or the automotive industry or individual plants — and similar events which make performance of the contract impossible for us or unreasonable to expect of us, shall be deemed force majeure and release us from the obligation of timely acceptance for the duration of their existence. The contracting parties are obliged to notify each other thereof and to adapt their obligations to the changed circumstances in good faith.

XII. Custody / Ownership

Material provided by us remains our property. It must be stored separately as such and may only be used for our orders. The Supplier is liable for any reduction in value or loss, even without fault. Items manufactured with the material provided by us are our property at each respective stage of production. The Supplier holds these items in custody for us; the purchase price includes the costs of custody of the items and materials held for us.

XIII. Business Secrets

The Supplier is obliged to treat our orders and all related commercial and technical details as business secrets. This applies in particular to the requirement specifications, product and manufacturer information, and documentation manuals of the manufacturers.

XIV. General Provisions

1. Should any provision be or become void, the remaining provisions shall remain valid. The invalid provision shall be replaced by the provision that comes closest to the purpose of the invalid provision.
2. The place of performance is the place where the goods are to be delivered in accordance with the order, otherwise our registered office.
3. The place of jurisdiction is the court of the Slovak Republic having jurisdiction over the registered office of PROXIMA. However, we are entitled to bring an action at the registered office of the Supplier.
4. The contract is governed exclusively by the law of the Slovak Republic, to the exclusion of its conflict-of-law rules and to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

XV. Data Protection

Please note our data protection provisions, which you can request from us or, alternatively, find in the footer of our website.

XVI. Code of Conduct / Supplier Code

The terms of our Supplier Code and the Procurement Policy apply, which you will likewise find under our General Terms and Conditions. By accepting and processing orders, the Supplier expressly agrees to acknowledge and comply with the aforementioned documents. Compliance with the Supplier Code and the Procurement Policy is a binding prerequisite for any business relationship with our company.