General Commercial Conditions

Partners

General Commercial Conditions of Gamanet a. s.

 

A part of the Framework Contract for the Software Product Supply content, as well as constituent purchase contracts or other contracts and agreements arising between the Contractor and the Purchaser are governed by these General Commercial Conditions if determined by a reference to the General Commercial Conditions of the Contractor set forth herein. The contract relation of the parties is governed by the applicable provisions of Commercial Code of the Slovak Republic.

 

 

I.                   Subject of the Contract

 

1.The subject of the contract relation of the contract parties is particularly the sale of the Software product – the Software C4 (computer program as copyright work, tangible media, User Manual, licenses, etc., that is a complete software package); hereinafter referred to as the Software product by the Contractor on the one side and the purchase of the Software product by the Purchaser on the other side.

 

2.The subject of the contract relation of the contract parties may be also the service support of the Software product from the Contractor to the Purchaser, if it is agreed by the contract parties.

 

3.The Contractor shall supply the Purchaser with the Software product according to the purchase order of the Purchaser (a purchase contract proposal), which must be accepted by the Contractor, so the Purchase Contract may be created (the acception of a purchase contract proposal). Immediately upon supply, the purchase contract between the contract parties is concluded. The Contractor is not obliged to accept the proposal for the purchase contract.

 

4.The Contractor shall perform the service support of the Software product upon the purchase order of the Purchaser (a contract for work proposal), which must be accepted by the Contractor, so the contract for work may be created (the acception of a contract for work proposal). The Contractor is not obliged to accept the proposal for the contract for work.

 

5.Constituent purchase orders and supplies of the Software product form constituent purchase contracts. Constituent purchase orders and supplies of the service support of the Software product form constituent contracts for work.

 

II.                Cooperation, License, Promotion of the Software Product

 

1.The Contractor sells the Software product to the Purchaser as wholesale that means for the purpose of sale of the Software product by other trader. The Contractor is not willing to sell the Software product as retail that means to end-user. 

 

2.The Contractor sells the Software product to the Purchaser who is authorized to sell the Software product to end-users (a retailer).

 

3.The Purchaser must attend a training of the Software product features organized by the Contractor where he or she shall obtain a certificate of qualification for the Software product sale.

 

4.The purchaser may attend a complemental training of the Software product implementation and service organized by the Contractor where he or she shall obtain a certificate of qualification for the Software product implementation and service and for the projection of solutions realized with the Software product.

 

5.The purchaser – a retailer of the Software product who does not provide implementation and/or service to end-users must conclude a contract relation with other Software product seller who owns a required accreditation from the Contractor for these activities.

 

6.The Contractor may recommend to the Purchaser “recommended prices” for end-users.

 

7.The Purchaser may be included into hierarchy of the Contractor in groups according to the valid price list for promotion. The valid price list for promotion is located at a portal web page.

 

8.By the purchase of the Software product license rights are not granted to the Purchaser – a retailer selling the Software product to end-users.  License rights bound to the Software product shall be granted solely to the end-user who accepts the terms and conditions of the License Agreement which is a part of the content of the Software installation and obligatory activation.

 

9.In case the Purchaser is certified to implement the Software product or to provide the service support of the Software product, he or she is obliged to respect instructions of the Contractor bound to the implementation and service of the Software product, hereinafter referred to as Installation Manual.

 

10.  The Purchaser – as a retailer selling the Software product to end-users is obliged to familiarize the end-user in detail with

·   the Software product features

·   conditions of implementation/installation of the Software product on the computer system (hardware) or in software environment

·   User Manual

·   the service support of the Software product

·   the Software product warranty

·   obligation to activate the Software product at the Contractor, which is a requirement of its functionality

·   possibility to extent the Software product

·   possibility to subscribe for the Software product updates, or possibility to extend the Software product License to more operated electronic devices and with other issues as they are set in Installation Manual.

A written evidence of the fact this obligation has been met must be presented

 

11.  Depending on which group is the Purchaser – a retailer selling the Software product found, the Contractor may provide the Purchaser with promotion assistance of the Software product. Potential Software product promotion shall be agreed by the contract parties in a separate agreement.

 

III.              Ownership of the Software Product, Documents related to the Software Product

 

1.The Purchaser acquires the property right for the Software product upon a full payment of purchase price. In case of the service support, the Purchaser remains the owner of the Software product under the condition that the Software product is his or her property, otherwise the end-user of the Software product.

 

2.The Purchaser is authorized to use the Software product upon a payment of purchase price for the supplied Software product. In case of breaching this provision, the Purchaser is liable to the Contractor for any harm inflicted by inability of the Contractor to settle the claim for an absent payment of purchase price set on the invoice made out upon the Software product supply – by holding the Software product, to the amount of purchase price for the supplied Software product.

 

 

3.Along with the Software product the Contractor shall supply the Purchaser with documentation related to the Software product:

a)    sale of the Software product:

·   “delivery note – invoice”

·   Installation Manual

·   User Manual

·   Manual for devices

b)    in case of accepting the service support of the Software product:

·   purchase order for the Software product service

c)     upon the service support of the Software product is performed:

·   handing in the service work, intervention and material

 

4.The Purchaser is obliged to accept the Software product supplied by the Contractor and to pay the Contractor for the supplied Software product its price in agreed time period. Regarding to the service support of the Software product, the Purchaser is obliged to take over the responsibility for service support of the software product after it was delivered by the Contractor.

 

5.Documentation related to the Software product shall be supplied directly along with the Software product supply; in case it is not possible, it shall be send by mail.

 

IV.             Place and Time

 

1.The Contractor shall supply the Purchaser with the ordered Software product, if the purchase order of the Purchaser was accepted by the Contractor, if possible, at the place, on the date and at the time specified in the purchase order, otherwise according to the Contractor’s own delivery schedule.

 

2.The Purchaser is obliged to perform the procedures required under the Contract to be supplied the ordered Software product by the Contractor. The Software product shall be supplied to the Purchaser by the Contractor to the place specified in the purchase order at the cost of the Purchaser; if not otherwise agreed by the contract parties in writing. The Purchaser is obliged to accept the supplied Software product. In case the Purchaser gratuitously does not accept the Software product, he or she must pay the Contractor for the harm objectively arising from this Purchaser’s action (transportation cost, etc.).

 

3.The Purchaser is also obliged to perform the procedures required under the Contract to be supplied the realized service support of the Software product. If not otherwise agreed by the contract parties, the service support shall be realized by the Contractor at the place determined by the Contractor. The service support shall be realized at the time agreed by the contract parties, otherwise at the time possible according to nature of the Software product service support.

 

V.                The Software Product Bugs, Quality, Warranty, Complaints, Service

 

1.The Contractor shall supply the Purchaser with the Software product in number and format (in electronic format or commercial package) specified in the purchase order.

 

2.The Purchaser is obliged to examine the Software product immediately upon the Software product damage danger is transferred, that is upon its supply – in particular the assortment and quantity; when examinig the quality, the nature of the Software product is taken into consideration.

 

3.The Contractor warrants the quality of the Software product that shall satisfy the requirements of the Slovak legal regulations and the requirements of internal standards of the company. Warranty for the Software product – ergo for the functionality of the Software according to User Manual, is provided by the Contractor for 24-calendar-months time period, until the next Software product update. In case the Software product update is purchased, new warranty period begins to pass for 24-calendar-months time period, until the next Software product update. The warranty period shall begin to pass on the date of installation of the Software product (see Installation Manual).

 

4.Complaints about quantity and assortment of the Software product must be filed when the Software product is supplied. In case the complaints are accepted, the Contractor shall supply the Purchaser with the absent or defective Software product by the following supply if not otherwise agreed by the contract parties.

 

5.The Contractor shall never provide the service support of the Software product directly to end-users, if not otherwise agreed by the contract parties or between the contractor and the end-user of the Software product distinctively depending on a particular case.

 

6.In case of the end-user’s reclaim, the end-user shall first address the Purchaser as a retailer selling the Software product, in case the Purchaser as a retailer selling the Software product has got his or her own capacities to realize the service support, the Purchaser may realize the service support by himself or with assistance of other seller of the Software product who owns such capacities. In case the problem is not solved in the given way, the Purchaser may contact the Contractor.

 

VI.             Price

 

1.The price is set by an agreement between the contract parties; according to the price set on the valid price list of the Contractor at the time of purchase order of the Software product or the service support by the Purchaser.  The Purchaser is obliged to verify the price with the Contractor always prior to the purchase order.

 

2.The Purchaser is obliged to pay the price upon accepting the supplied Software product or the realized service support, if not otherwise agreed by the contract parties. In case of payment on invoice, the Purchaser must pay on issued invoice within the time period specified in the Contract from the date when invoice is issued, if not otherwise specified on the invoice, the date of payment is the day when the agreed sum is credited on the Contractor’s account.

 

3.In case of delayed settlement of invoice, the Contractor may subjectively refuse to accept the next purchase order of the Software product or the service support of the Software product.

 

4.In case the Purchaser is in delay with the settlement of invoice, an interest on late payment is 12,5 % pa of the outstanding amount and the Contractor is entitled to demand the settlement of a contract fine in amount of the Contractor’s debt from the Purchaser. The contract parties agreed that in addition to demanded interest on late payment the Contractor is entitled to demand damages for the damage incurred for the Contractor as a consequence of the Purchaser’s delay of settlement of a financial obligation (the contract parties agreed that damage incurred as a consequence of the Purchaser’s delay of his or her settlement of a financial obligation is not covered by interest on late payment).

 

  1. Harm Risk

 

1.Harm Risk on the Software product is transferred to the Purchaser immediately upon accepting the Software product supplied by the Contractor or if the Purchaser does not do so, at the time when he or she is authorized to use the Software product and the Purchaser breaches the provisions of the Contract by not accepting the Software product.

 

2.The Contractor is not liable for failures on the Software product arising upon harm risk on the Software product was transferred to the Purchaser unless they arose before this time under the Contractor’s responsibility.

 

3.If the Purchaser does not manage to examine or does not arrange such examination of the Software product at the time harm risk is transferred to the Purchaser, he or she may lay claims of found bugs that can be found through such examination only if it is provable that these bugs were present on the Software product yet at the time of harm risk transfer.

 

4.The Contractor is not liable for any failures that are protected by warranty if these failures were caused by external factors upon harm risk on the Software product was transferred and were not caused by the Contractor or any person through whom the Contractor performed his or her obligation.

 

5.Harm incurred on the Software product after its risk has been transferred to the Purchaser does not affect the Purchaser’s obligation to pay the purchase price unless the harm incurred was caused as a consequence of breaching the Contractor’s obligation – that must be proved by the Purchaser – while the Purchaser’s obligation to pay the purchase price for the supplied Software product shall not be delayed.

 

6.The Purchaser takes into consideration that if the Contractor realizes the Software product transportation by his or her own carrier, the Contractor is responsible for any harm on the Software product occurred during the transportation. If the transportation is realized through the third person, particular transportation company takes responsibility for any harm on the Software product or for improper supply.

 

7.In case of the service support of the Software product, harm risk on the Software product shall not be transferred to the Purchaser. 

 

  1. Service

 

1.Gamanet a. s. provides assistance in problems solving and bugs eliminating to the Purchaser who uses the most recent update of the Software product exclusively through service centres of the Software product.

 

2.The list of the service centres is available at the product web portal. Gamanet a. s. is not liable for any other subjects’ localities.

 

3.Principles of the service support are available at the product web portal.

 

4.Any communication must be realized in writing.

 

5.The request for maintenance and support must be clearly defined and it must contain all data enabling to replicate the reported problem; in case it is necessary, the End-user must provide coaction to the extent required to solve the problem.

 

6.Gamanet a. s. is not obliged to provide maintenance and support if

·   there has been an unauthorized intervention into the Software product, or its source code, or as a consequence of incorrect parameters or the Software product settings using.

·   there has been an operation error or if the Software product has not been used according to the User Manual.

·   the bug was eliminated by the Software product updated version that has not been installed by the End-user.

 

  1. Final Provisions

 

1.All contracts and agreements between the Contractor and the Purchaser must be realized in writing. Contracts and agreements may be altered and amended solely by the prior written content of both contract parties.

 

2.The contract relations arising under this Contract are governed by applicable provisions of Commercial Code. General business customs of particular business sector are taken into consideration by particularizing rights and duties of contract relation. Exercise of rights under this Contract is governed by honesty business principles.

 

3.In case of any disputes between the contract parties arising according to this Contract, competence of the court in place of the Contractor’s head office is agreed by the contract parties, as long as the applicable law allows such possibility at the time potential claim is laid in court.

 

4.All information provided by the contract parties during negotiations of the Contract or by agreements and all other information the contract parties shall learn about in relation to performance of this Contract are considered confidential.

 

5.These General Commercial Conditions are a subjective legal act of the Contractor. The Purchaser has been properly familiarized with the content of these Conditions, which is attested by the Purchaser’s signature on a contract or an agreement that refers to these General Commercial Conditions. The General Commercial Conditions are worked out according to Commercial Code of the Slovak Republic in force. The Contractor may amend the content of These General Commercial Conditions.

 

 

 

 

In Bratislava, Date………………………………………., Ing. Marián Gál, managing director