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General Terms & Conditions for B2B

GENERAL TERMS AND CONDITIONS FOR BUSINESS AND LEGAL ENTITIES

These General Terms and Conditions (hereinafter referred to as “GTC”) apply to all business relations between ekoenergo automatizačná technika s. r. o. Jilemnického 1266/33, 974 04 Banská Bystrica, Slovakia, ID No.: 47 335 971, registered in the Commercial Register of the District Court of Banská Bystrica, Section Sro, Insert No. 24568/S, hereinafter referred to as the “Seller” and the Buyer (“Buyer”). These GTC are valid exclusively in cases where the Buyer acts as an entrepreneur or a public law entity, if these business relations relate to the satisfaction of public needs or the operation of its own activities (Section 261 of the Commercial Code, Act No. 513/1991 Coll., “CC”). Expressions in the first person plural (e.g. “we”, ‘us’, “us”, etc.) referred to in these GTC indicate the Seller.

1. Introductory Provisions


1.1 These terms and conditions regulate the basic rights and obligations of the Seller and the Buyer when concluding sales contracts or other contractual relationships that are expressly regulated by these terms and conditions.

1.2 Contractual relations between the parties are governed by these terms and conditions, the Seller's Complaints Procedure and the principles of personal data processing. In cases that are not expressly regulated by these documents, the relations shall be governed by the relevant provisions of the Commercial Code. The parties may agree on deviations from these terms and conditions directly in the contract itself - such individual arrangements take precedence over the provisions of these terms and conditions.

1.3 The Seller reserves the right to amend or supplement these terms and conditions at any time. However, the wording of the Terms and Conditions valid at the time of conclusion of the contract shall be decisive for the specific contractual relationship.

1.4 These Terms and Conditions are an integral part of any contract concluded between the Seller and the Buyer according to their wording (including contracts for work, which for the purposes of these Terms and Conditions are considered to be contracts of sale).

1.5 These terms and conditions apply exclusively to cases where the Buyer is a business or legal entity. In the case of contracts with consumers, separate terms and conditions for consumers shall apply. In cases not expressly covered by these terms and conditions for entrepreneurs, the provisions of the general terms and conditions for retailers shall apply mutatis mutandis, with the exception of the provisions relating to consumer protection. By submitting an order or registering, the Buyer confirms that he has read both these terms and conditions and the relevant retail terms and conditions.

2. Definitions


2.1 The Buyer is a natural or legal person who enters into a contract of sale with the Seller or is interested in entering into a contract of sale with the Seller. For the purposes of these Terms and Conditions, a distinction is made between a Buyer who is a consumer and a Buyer who is not a consumer.

2.2 A consumer shall be understood as a natural person who, when concluding and performing a contract, is not acting within the scope of his/her business activity, employment or profession.

2.3 An entrepreneur is a person registered in the Commercial Register, a person authorised to do business on the basis of a trade licence, a person doing business under special legislation, as well as a person carrying out agricultural production and registered under a special regulation.

3. Order and conclusion of the purchase contract


3.1.The Buyer's order of goods is considered a proposal for the conclusion of a purchase contract. The Purchase Contract is concluded at the moment when the Seller confirms receipt of the binding order to the Buyer. The information about the goods provided on the web interface is for information purposes only and does not constitute an offer in the legal sense of the word.

3.2 An order may be placed by means of remote communication. In order to be considered valid, the order must contain the exact specification of the goods (name or identification), the quantity requested, the chosen method of transport and payment, as well as full identification data of the Buyer: business name or first and last name, registration number, delivery address, telephone number and e-mail address. The Buyer is also obliged to prove its business activity by providing a valid identification number.

3.3 The Seller is not obliged to confirm the received order and it is not binding for the Seller until it is confirmed. The Seller reserves the right to verify the identity of the Buyer, its status as a business, as well as the correctness and binding nature of the order. In the event that the verification does not demonstrate sufficient credibility of the order, it may be rejected by the Seller.

3.4 In the event that the Buyer, after confirming the order, requests its cancellation and the Seller expressly agrees to such cancellation, the Seller shall be entitled to payment of a cancellation fee of 30% of the agreed price of the goods. The Buyer is also entitled to reimbursement of all reasonable costs incurred in connection with the processing of the order.

3.5 The Buyer is not entitled to unilaterally cancel the confirmed order and thus also the concluded purchase contract. Termination of the contractual relationship is possible exclusively by mutual agreement between the Buyer and the Seller.

4. Delivery terms


4.1 Delivery terms will be negotiated individually or we will set them upon acceptance of the order.

4.2 The Seller undertakes to deliver the goods to the Buyer properly packed, in the agreed manner, together with the relevant documents necessary for the acceptance and use of the goods. Unless otherwise expressly agreed, the documents shall be provided in Slovak or English.

4.3. Upon agreement, the Seller may arrange for the transport and insurance of the goods. The costs of transport and insurance shall be borne by the Buyer according to the current price list of the carrier. The moment of delivery of the goods shall be deemed to be their handover to the first carrier, whereby the risk of damage to the goods shall also pass to the Buyer.

4.4 The Buyer is obliged to check the integrity of the packaging upon receipt of the goods and to immediately notify the carrier of any damage and to record it in the acceptance report (delivery note). In case of failure to do so, the Buyer shall lose the right to claim rights for damage to the goods during transport.

4.5 After receipt of the shipment, the Buyer is obliged to check the quantity, completeness and condition of the goods without undue delay, no later than within 2 working days. If he/she finds any discrepancies, he/she is obliged to notify the Seller and at the same time to document them in an appropriate manner.

4.6 The Buyer's refusal to accept the goods does not relieve the Buyer of the obligation to pay the purchase price in full. The Seller shall in such case be entitled to reimbursement of the costs incurred in connection with delivery, storage and reverse logistics. At the same time, the Buyer reserves the right to withdraw from the contract.

5. Price and payment terms


5.1. This shall be understood as the date of acceptance of the delivery by the Buyer, which shall be understood as the date on which the risk of damage passes to the Buyer - the Customer.

5.2 Payment for the goods shall be made exclusively in cashless form. The Buyer has the option to pay the purchase price for the Goods either in an individually agreed manner, in the manner specified on the Seller's web interface, or in one of the following ways:

a) cashless prior to delivery of the Goods online by credit card or via PayPal

b) cashless prior to delivery of the Goods online via the payment gateway

c) cashless prior to delivery of the Goods to our bank account (instructions and account number will be provided upon order confirmation). The Buyer is obliged to indicate the variable symbol, for the identification of the payment, designated by the Seller.

d) cashless after delivery of the goods by transfer to our bank account on the basis of the tax document - invoice. The Seller shall be entitled not to allow payment for the Goods upon delivery of the Goods (“on invoice”). The Seller shall be entitled not to allow payment for the Goods upon delivery of the Goods (“on invoice”). This method of payment is generally reserved for regular customers. Unless otherwise agreed, the invoice shall accompany the goods together with the delivery note.

5.3 The due date for payment of the invoice is 14 calendar days from the date of issue. The invoice shall be deemed to have been duly and timely paid if the relevant amount is credited to the Seller's bank account no later than on the last due date. If the due date falls on a public holiday or a public holiday, the due date shall be deemed to be the next following working day. The Seller reserves the right to make partial or full delivery conditional upon payment of the advance payment, which must be notified at the latest upon confirmation of the order.

5.4 Unless expressly agreed otherwise, the prices in force at the time of conclusion of the contract, including the statutory VAT rate, shall apply.

5.5 The Buyer shall bear the costs of transport of the goods as well as the costs of insurance during transport, if required. All taxes, duties, fees and other statutory levies imposed by the competent authorities shall be borne solely by the Buyer. The costs of packaging, handling, loading, transport, insurance, assembly, commissioning and delivery of the application software shall be charged separately.

5.6 In the event of delay in payment, the Seller shall be entitled to charge interest on late payment at the rate of 0.5% of the unpaid amount for each day of delay. This is without prejudice to the Seller's right to compensation for damages caused by late payment.

5.7 After the due date has expired in vain, the Buyer shall be in default. During the period of delay, interest shall be charged on the price at the rate specified by the applicable law. The Seller reserves the right to claim compensation for damages resulting from the delay.

5.8 If the Buyer fails to pay due and punctual obligations, the Seller shall be entitled to suspend any further agreed deliveries until all debts owed by the Buyer have been settled in full.

5.9 Title to the Goods shall not pass to the Buyer until the Buyer has paid the full purchase price, including packaging and shipping costs, but not before the Buyer has physically taken possession of the Goods.

5.10 By agreeing to these terms and conditions, the Buyer agrees to the issue of a tax invoice in electronic form. The tax document may, at the Seller's discretion, be enclosed with the Goods and delivered with the shipment.

6. Limitation of liability


6.1.The Seller shall not be liable for the impossibility of delivery or for delay in delivery of goods or provision of services in cases where their performance is prevented by force majeure or other unforeseeable events which could not be influenced even with the exercise of professional care.

6.2. Such circumstances include, in particular: interruptions in operations, interruptions in the supply of materials, energy or transport services, strikes, lockouts, legal restrictions, shortages of labour, raw materials or components, delays caused by official decisions or measures by public authorities, pandemics, as well as delays or failures on the part of our subcontractors despite the existence of a contractual relationship.

6.3 If, as a result of such circumstances, the delivery of the goods or the performance of the contract is significantly hindered or made impossible, and at the same time the hindrance is not of a temporary nature, the Seller shall have the right to withdraw from the contract.

6.4 In the event of a temporary impediment, the delivery period shall be automatically extended by the duration of the impediment and the reasonable time required to resume preparation and execution of the delivery.

6.5. Should the extension of the delivery period be unreasonable from the Buyer's point of view, the Buyer shall have the right to withdraw from the contract. The withdrawal must be made in writing and delivered to the Seller without undue delay.

7. Withdrawal from the contract of sale


7.1 The Buyer shall not have the right to withdraw from the contract if the goods have been delivered to him properly, on time and without defects. This is the case when the Buyer purchases the goods within the scope of his business activity (especially if he indicates the ID number in the order), he does not have the right to withdraw from the contract without giving a reason within 14 days pursuant to § 7 of Act No. 102/2014 Coll. on Consumer Protection in the Distance Selling of Goods. This Act applies exclusively to consumers and does not apply to entrepreneurs.

7.2 The contracting parties may withdraw from the contract only in the event of a material breach of contract or in cases expressly provided for in the contract or these terms and conditions. The address for the return of goods and correspondence is the same as the address of the company's registered office: fabriknického 1266/33, 974 04 Banská Bystrica. Withdrawal shall take effect on the date of written notice of withdrawal to the other party. For example:

a) The Seller is entitled to withdraw from the contract if the Buyer is in delay with payment of the purchase price for more than 4 weeks. In such case, the Seller shall be entitled to a contractual penalty of 30% of the purchase price of the goods, payable from the date on which the claim arose. This is without prejudice to the right to compensation for damages caused by the delay.

b) The Buyer shall be entitled to withdraw from the contract if the Seller is in delay in delivering the goods more than 4 weeks after the agreed delivery date.

7.3. Withdrawal from the contract must be made in writing. In the case of contracts concluded electronically, the withdrawal may also be delivered electronically. Withdrawal from the contract shall take effect from the moment of its delivery to the other contracting party.

7.4 In the event of withdrawal from the contract, the Buyer shall return the delivered goods to the Seller within 10 calendar days from the effective date of withdrawal at the latest. The Seller shall not be obliged to refund the purchase price paid to the Buyer before the goods have been returned to him.

7.5 If a gift has been provided with the goods, a gift contract with a termination clause shall be concluded. Upon cancellation of the contract of sale, the gift contract shall cease to have effect and the Buyer shall be obliged to return the gift together with the goods. Otherwise, the value of the gift will be considered as unjust enrichment. Withdrawal from the gift contract does not affect the validity of the purchase contract - each contract is considered separately. 

8. Complaints and warranty


8.1.The Buyer is obliged to notify the Seller of defects of the delivered goods, as well as obvious defects of the goods, without undue delay, no later than within 7 calendar days from the date of receipt of the goods. The notification shall be deemed to be proper if it is delivered in writing or by electronic mail to the Seller's address.

8.2 Complained goods may be sent or handed over to the Seller only by prior agreement and with the Seller's consent. This consent may also be given by e-mail communication. Goods delivered without prior negotiation or without a covering letter (e.g. with a description of the defect and order details) will not be accepted by the Seller.

8.3. If the packaging of the shipment is obviously damaged upon delivery, the Buyer is not obliged to accept the shipment from the carrier. If he chooses to do so, he is obliged to note the damage to the packaging on the carrier's delivery note and immediately contact the Seller by e-mail at info@ekoenergo.sk. The Buyer shall then claim directly from the carrier. In the event of non-compliance with this procedure, the Seller shall not be liable for any damage to the packaging or the contents of the shipment.

8.4 The warranty is provided for defects that occur during the warranty period. The warranty period is stated on the invoice, delivery note or other accompanying document. Unless otherwise expressly agreed, the provisions of the Commercial Code shall apply.

8.5 The Seller shall provide a guarantee of quality for the selected products, provided that it is expressly stated so in the contract, invoice, delivery note or other document accompanying the delivery. Unless otherwise agreed, the warranty is provided for a period of 12 months from the date of delivery of the goods.

8.6 The warranty does not cover defects caused by:

a) mechanical damage after receipt of the goods,

b) unprofessional handling, assembly or tampering with the product,

c) use in violation of the technical documentation or the normal purpose of use,

d) normal wear and tear.

8.7 Exercise of the warranty rights is subject to the Seller's Complaints Procedure, which is published on the web interface and available on request.

8.8 Complaints shall be processed within a reasonable period of time, as a rule within 30 calendar days from the due application and delivery of the goods. The Seller reserves the right to decide on the method of handling the complaint according to the nature of the defect and the nature of the goods (repair, replacement, reasonable discount, refund of the purchase price).

8.9.In the event that the claim proves to be unjustified, the Buyer shall be obliged to pay to the Seller all demonstrable costs incurred by the Seller in connection with the unjustified claim. 

9. Liability for Defects


9.1 The Seller's liability for defects in relation to the Buyer who is not a consumer (i.e. entrepreneur) shall be governed by the relevant provisions of Act No. 513/1991 Coll., the Commercial Code.

9.2 The Seller is obliged to deliver the goods to the Buyer in the agreed quantity, quality and design.

10. Protection of trade secrets, confidential information


10.1 During the course of negotiations on the conclusion of the contract, as well as during its performance, information may be disclosed to the Buyer which is expressly marked as confidential or whose confidential nature results from its nature. The Buyer undertakes:

a) to keep such information confidential,

b) not to disclose it to any third party without the Seller's prior written consent,

c) not to use it for any purpose other than the proper performance of the contractual relationship,

d) to refrain from any use which may be detrimental to the Seller.

10.2 The Buyer undertakes not to:

a) make copies, reproductions or digital duplicates of the technical, commercial or visual documents provided by the Seller without the express written consent of the Seller,

b) publish, disclose to third parties or use these documents outside the scope of the performance of the concluded contract.

10.3. In the event that the Seller provides the Buyer with photographic or visual material (e.g., for promotional, sales, or training purposes), the Buyer may use such materials solely in the manner and to the extent for which they were provided. Any other use—particularly editing, publishing, further distribution, or commercial exploitation of such materials—shall be subject to the prior written consent of the Seller.

10.4. The obligations set forth in this Article shall remain in effect even after the termination of the contractual relationship between the Seller and the Buyer, for a period of at least five (5) years, unless the nature of the matter or a specific agreement stipulates a longer confidentiality period.

11. Registration via the Website Interface


11.1. By creating a user account through the registration form on the website, an electronic user profile is established between the Buyer and the Seller. The Buyer is obliged to keep their login credentials secure and may not disclose them to third parties. The Seller shall not be held liable for any misuse of the account resulting from a breach of this obligation.

11.2. The information provided during registration must be truthful, complete, and up-to-date. If the Buyer provides false or misleading information at registration, or fails to update such information subsequently, the Seller reserves the right to cancel the user account without compensation. The Buyer is obligated to update any changed information without undue delay.

11.3. The user account allows the Buyer, in particular, to create and manage orders, track their status and history, modify billing and shipping details, and use other available features. The scope of account functionalities may be modified over time and is always specified on the website interface.

11.4. The Seller is entitled to block or delete a user account without compensation in the following cases:

a) the account is used in a manner that violates applicable laws, good morals, or these General Terms and Conditions;

b) the account has not been used for a period longer than 24 months;

c) there is a reasonable suspicion of misuse or a security risk.

12. Use of Cookies and Analytical Tools


12.1. The Seller’s website interface uses cookies and similar technologies to ensure basic functionality, analyze website traffic, and improve user experience. By using the website interface, the Buyer consents to the use of such technologies unless they have been blocked through the browser settings.

12.2. The Seller may use third-party analytical tools (e.g., Google Analytics, Meta Pixel) that collect anonymized data about user behavior on the site. These data are used exclusively for statistical and marketing purposes and do not enable the identification of a specific individual without additional profiling steps.

12.3. If the Buyer provides consent for extended tracking or profiling, such data may also be used for personalized product offers, remarketing, and advertising campaign optimization. This consent can be withdrawn at any time via the privacy settings on the website interface or in the browser.

12.4. More detailed information regarding the scope and methods of data processing, as well as options for managing such data, is provided in the Privacy Policy published on the Seller’s website interface.

13. Copyright Protection and Use of the Website Interface


13.1. All content published on the Seller’s website interface—including, but not limited to, texts (including these terms and conditions), photographs, graphic elements, images, logos, software solutions, databases, or other digital content—is protected by copyright and/or other intellectual property rights of the Seller or third parties.

13.2. The Buyer may not copy, modify, adapt, translate, reproduce, publicly distribute, publish, make accessible, or otherwise use such content—either free of charge or for a fee—without the prior written consent of the Seller or the rightful owner. In particular, the provision of photographs and texts to third parties without express permission is strictly prohibited.

13.3. Names, logos, trade names, and designations of products, services, or companies displayed on the website interface may be registered trademarks or subject to other industrial property rights. Any use without the consent of the respective owner is prohibited.

13.4. The Seller shall not be liable for any damage or malfunction caused by:

• interference by third parties with the functionality or content of the website interface,

• use of the interface in violation of its intended purpose, legal regulations, or these terms and conditions,

• temporary unavailability of the system due to maintenance, technical malfunction, or force majeure.

13.5. The Buyer is obliged to use the website interface only in a manner consistent with its intended purpose and with generally accepted ethical, technical, and legal standards. It is prohibited to use automated tools (e.g., scripts, bots) or other practices that may excessively burden the system, circumvent its security mechanisms, or otherwise disrupt its functionality or security.

13.6. If the Buyer violates legal regulations, good morals, or these terms and conditions while using the website interface, the Seller is entitled to:

• temporarily restrict or block the Buyer's access,

• permanently delete the user account,

• claim full compensation for demonstrable damages.

13.7. The website interface may contain links to third-party websites. The Seller is not responsible for the content, functionality, security, or legal compliance (including data protection) of such sites. By clicking on such a link, the Buyer leaves the Seller’s environment and enters third-party websites beyond the Seller’s control.

14. Final Provisions


14.1. These General Terms and Conditions form an integral part of every contract concluded between the Seller and the Buyer unless expressly agreed otherwise. In the event of any conflict between individual contractual provisions and these terms and conditions, the provisions set out directly in the contract shall prevail.

14.2. The Seller reserves the right to unilaterally amend or supplement these General Terms and Conditions. The new version becomes effective upon its publication on the Seller’s website interface unless expressly stated otherwise. Contracts concluded before the new version becomes effective shall be governed by the version valid at the time of their conclusion.

14.3. The contractual relationship between the Seller and the Buyer is governed by the legal system of the Slovak Republic. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

14.4. If any provision of these terms and conditions becomes invalid, ineffective, or unenforceable, such a circumstance shall not affect the validity and effectiveness of the remaining provisions. The parties undertake to replace such a provision with a new one that most closely reflects the original intent and purpose.

14.5. Any changes or amendments to the contract between the Seller and the Buyer, including changes to these terms and conditions, must be made in writing. Written form shall also include electronic form if signed with a qualified electronic signature or delivered in a demonstrable manner.

14.6. The current version of the terms and conditions is published on the Seller’s website interface. These terms and conditions become effective on the date of their publication and remain valid until amended or replaced by a new version.

These General Terms and Conditions are valid and effective as of April 7, 2025.