General Terms and Conditions of TESLA Energy Holding
Article I.
General provisions
1.1 These General Terms and Conditions of TESLA Energy Holding (hereinafter referred to as "GTC") shall, under the conditions specified in point 1.2, apply to all contracts (hereinafter referred to as the "Contract") under which Tesla Energy Holding (hereinafter referred to as the "Contractor") undertakes to perform work for its customer (hereinafter referred to as the "Ordering Party"). The term "work" refers to the production of various types of scalable battery systems (hereinafter referred to as the "Equipment").
1.2 These GTC apply only to those Contracts that expressly refer to these GTC. The content of the Contract is always determined based on the price quote prepared by the Contractor and accepted by the Ordering Party.
Article II.
Execution of the Work
"2.1 Unless otherwise agreed by the contractual parties, the work is deemed completed at the moment when the equipment is installed at the designated location by the Contractor. Unless otherwise agreed by the contractual parties, the Contractor is responsible for transportation to the designated location."
2.2 The date of taxable performance is the day of the customer's acceptance of the equipment and the signing of the acceptance protocol of the equipment at the agreed destination.
2.3 The risk of damage to the equipment passes to the Purchaser
a) If the Contractor is responsible for transporting the equipment to the Purchaser, the day of delivery of the transport vehicle with the equipment at the agreed destination shall apply.
b) If the Purchaser arranges the transport of the equipment to themselves, the day when the equipment is ready for loading onto the Purchaser's transport vehicle at the Contractor's premises shall apply.
2.4 The equipment is a unique device manufactured exactly according to the Purchaser's requirements and meets its specific needs. For this reason, a pre-acceptance can take place at the Contractor's premises before its completion. During this, the Purchaser has the opportunity to monitor the progress of the work and propose any adjustments to the equipment. If the contractual parties agree to a pre-acceptance of the equipment, it will always take place at the Contractor's premises. The Purchaser is obligated to ensure the presence of a sufficient number of its personnel necessary for the pre-acceptance of the equipment. The Purchaser is also obliged to provide, at the time and quantity specified by the Contractor, a sample of all components and materials that the equipment is intended to process (to realistically test the functionality of the equipment).
2.5 The ownership right to the equipment passes to the Purchaser only upon the complete payment of the work price.
2.6 The Contractor is entitled to request a written confirmation from the Purchaser regarding the completion of each agreed stage of the work (for example, but not exclusively, a protocol for the pre-acceptance, acceptance protocol after the installation of the equipment, etc.). The form of the 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. Therefore, if the Contractor is, for example, obligated to arrange the transportation of the equipment to the designated location, the price covers the costs of packaging and this transportation. 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 Purchaser.
3.2 If not agreed otherwise, the payment deadline 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 will be added to the price of the work.
3.4 The Contractor reserves the right to change the price stated in the price offer list on which the Contract was concluded if the price change is based on changes in the 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 an increase 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 order from the subcontractor of the Contractor. In this case, the total price of the equipment will be increased by the increase in component prices. In the event of an increase in component prices, the Purchaser will always be promptly informed by the Contractor about the price of inputs at the time of accepting the price offer as well as the price of inputs at the time of their actual order from the subcontractor.
Article IV.
Cooperation of the Purchaser
4.1 In addition to the obligations expressly agreed upon in the Contract, the Purchaser is obliged to provide the Contractor with all other cooperation necessary for the execution of the work. If the Purchaser fails to provide the necessary cooperation to the Contractor within 15 days of a written request by the Contractor, the Contractor is entitled to withdraw from this contract. The Purchaser's right to withdraw from the Contract in other cases provided by law is not affected.
4.2 In the event of the Contractor's withdrawal from the Contract, the Purchaser is obliged to pay the Contractor a contractual penalty in the amount of 100% of the price of the work (meaning the price without value-added tax). With the consent of the Contractor, another agreement may be reached if the Contractor has not incurred all the costs for the execution of the work considered in the contract, especially in the case where the Purchaser withdraws from the contract before the work is completed. To exclude doubts, 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 practice. For clarification, the contracting parties state that the equipment is a unique device manufactured precisely according to the requirements of the Purchaser and corresponding to its specific needs. Therefore, further sale of the equipment to a third party or any other use is not possible. In the event of the Contractor's withdrawal from the Contract, the Purchaser, however, may request the release of the completed part of the equipment after payment of the contractual penalty; the associated costs are borne by the Purchaser.
4.3 The deadlines for the execution of the work and other deadlines that the Contractor is obliged to comply with in the execution of the work do not run during the delay of the Purchaser in providing the cooperation that the Purchaser 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 the execution of the work and for defects that occur on it during the agreed warranty period (if agreed). The warranty period for the equipment is 12 months unless otherwise stated in the offer.
5.2 The purchaser is obliged to report defects to the contractor in writing and is required to specify the scope and nature of the defect exactly. The purchaser's claims for defects expire if the defect is not reported in the prescribed manner within ten days from the day when it could have been learned about with the application of professional care. In the case of a written defect report during the warranty period during working hours from 7:00 to 17:00, we guarantee the initiation of the complaint process within 24 hours of the next working day.
5.3 The manner and deadline for satisfying claims arising from defects shall be determined by the Contractor in such a way that it is in accordance with the nature of the defect in line with the principle of fair trade practices.
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 are capable of being the subject of intellectual property rights (hereinafter collectively referred to as 'Intellectual Property related to the Equipment'), belong to the Purchaser.
6.2 The Purchaser is entitled to use the intellectual property related to the Equipment only to the extent necessary for the proper use of the Equipment. To eliminate any doubt, the contractual parties expressly state that the Purchaser may not manufacture replicas of the Equipment or any part thereof, may not create copies of the software, plans, and drawings, and may not make the Equipment or any of its parts, software, plans, and drawings available to any third party.
Article VII.
Final Provisions
7.1 The provisions of the Agreement and these GTC take precedence over any provisions of similar general terms and conditions of the Purchaser. The conditions agreed upon between the contracting parties contained in the price quote according to point 1.2 take precedence over these GTC.
7.2 The contractual party that causes damage to the other contractual party by violating its obligations is obliged to compensate it in full, even if the fulfillment of the violated obligation is secured by a contractual penalty.
7.3 Termination of this contract, apart from expressly provided cases in the law, does not apply to the provisions on contractual penalties, protection of confidential information, and intellectual property related to the Equipment.
7.4 The contracting parties have agreed that the content of the contract, as well as all information provided to each other during its conclusion and performance, is 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 conflict provisions. 7.6 The courts of the Slovak Republic have jurisdiction to settle disputes between the contracting parties.
Supervisory Authority:
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SOI Inspectorate based in Bratislava for the Bratislava Region |
Bajkalská 21/A, P.O. Box 5, 820 07 Bratislava 27 supervision performance department Tel. no.: 02/ 58 272 172 – 3; 02/ 58 272 106 Fax no.: 02/ 58 272 170 e-mail: ba@soi.sk |
