This document constitutes the General Terms and Conditions of business which apply to the delivery of services, and sales of products, by Mycom s. r. o. (“The Supply Contract”), a company incorporated under the laws of the Republic of Slovakia (IČO 35 937 823) whose registered office is at Rastislavova 2, Bratislava 821 02, Slovakia, registered at the Companies Register at District Court Bratislava I, Section Sro, File No. 36232/B (“Mycom,” “we,” “us,” or “our”) to a client (“Terms and Conditions”) who accepts our services or buys goods from us online at our web site www.bymycom.com/ (“By Mycom site”).
This document is in three parts: Part 1 – E-Design Services; Part 2 – E-Shop -Sales; and Part 3 – General.
Part 1 – E-Design Services
1. Our services and responsibilities
1.1 The Online Forms set out the Services to be delivered by us to you under the Supply Contract.
1.2 Services will be delivered with reasonable skill and care. We aim to provide our services to client's full satisfaction as part of our work ethics, however the service is provided without any satisfaction refund guarantees, conditions or warranties as to their accuracy. There is no assurance or guarantee of satisfaction with the services.
1.3 We may acquire sensitive information concerning your business or affairs in the course of delivering Services to you (“Confidential Information”).
1.4 In relation to Confidential Information we will adhere to the confidentiality restrictions imposed on us by any authority with whose requirements we are bound to comply, as well as any obligations imposed on us by Slovakian Law. We are entitled to comply with any requirement of Slovakian Law or of any authority with whose requirements we are bound to comply to disclose Confidential Information. This clause 1.4 does not:–
1.4.1 apply where Confidential Information properly enters the public domain, or where it is required to be disclosed under applicable law, or by court order;
1.4.2 prohibit our disclosure of Confidential Information where we wish to disclose Confidential Information to our professional advisers or insurers, when we will do so in confidence only.
1.5 In the performance of our work we may use computer software designed to facilitate the efficient management of data for the purposes of the delivery of Services to you and to comply with our obligations under the Supply Contract. A consequence of our use of such software is that data supplied by you under the Supply Contract may be transferred to computer servers operated, with appropriate controls on access, outside the territory in which we are based.
1.6 For the purposes of marketing, publishing, publicizing or selling our services we may wish to disclose that we have performed work (including the Services) for you, in which case we may identify you by your name and we may indicate only the general nature or category of our work (or of the Services) and any details which have properly entered the public domain.
1.7 We may supply written advice, or confirm oral advice in writing, or deliver a final Package in writing, on completion of the Services. Before completion of the Services we may supply oral, draft or interim advice, or a draft of all or part of your Package, but in that case our written advice or your final Package will take precedence. You cannot rely on any draft or interim advice or Package that we may make and provide to you, and if you do so that will be without recourse to us. Where you wish to rely on oral advice or presentations made on completion of the Services, you must inform us of that, and we will supply documentary confirmation of the advice concerned. You may only rely on the documentary confirmation of any such oral advice or presentation.
1.8 We are under no obligation in any circumstances to update any advice, report, design, construction plan or any other product of Services, oral or written, for events occurring after the advice, report or product concerned has been issued in final form.
1.9 Any product of the Services released to you in any form or medium will be supplied by us on the basis that it is for your benefit and information only. Any design, plan, advice, opinion, or recommendation supplied or made by us as part of the Services will not represent any form of guarantee or assurance by us. We are not liable for, and do not warrant:
1.9.1 the performance, solvency, competence, work or products of any other person engaged by You in connection of the services;
1.9.2 that approvals, permissions, consents, etc. from third parties will be granted to you; or
1.9.3 the accuracy of surveys and quantity measures made by You.
1.10 To assess if any construction is structurally sound you will need to engage the services of an architect, structural engineer, quantity surveyor or other suitably qualified professional adviser.
1.11 We will start providing services to you 48 hours following the moment you place an order to us for those services giving you 48 hours to withdraw your order, if you wish so. Once we have started providing you with services, you can no longer withdraw your order for those services.
1.12 You will receive design recommendations based on the questionnaire, pictures, videos or other material submitted by you. Design is inherently subjective and you agree that we cannot and do not warrant or guarantee your satisfaction with e-design services. That means our e-design services may or may not be to your liking. Our e-design services are intended to provide you with design assistance. It may or may not be in the same style, design or color as other adjacent rooms. The furniture included in the e-design services may or may not be able to fit into the room, based on the applicable door and room dimensions and angles. Any lighting included in the e-design services may or may not be viable based on the type and location of electrical wiring and may require the electrician services for proper installation. Etc. In the event that you are dissatisfied, you shall not be entitled to any refund of the prices paid for the services as services are provided purely on an advisory basis.
2. Intellectual property
2.1 We will own, and will retain ownership, of the copyright and all other intellectual property rights in all the tangible and intangible (including oral) products of our Services to you (including all designs, construction plans, and drafts of designs and construction plans), and ownership of our working papers. With that exception, you will acquire ownership of any product of our Services to you in its tangible form on payment in full of our Charges for any such product (but not before).
2.2 You will retain all intellectual property rights in all information that you upload to us via By Mycom site, and you will protect us, and at all times keep us protected, from and against all losses, liabilities, expenses, damages and other liabilities, including all direct and indirect consequential losses, loss of profit, loss of revenue and loss of reputation, as well as all legal and other professional costs and expenses, that we may suffer or incur from our use of any of the information that you provide to us to enable us to perform the Supply Contract.
3. Your Responsibilities
Despite our duties and responsibilities in relation to the Services, you will remain responsible and accountable:
3.1 if we produce more than one design proposal, draft construction plan or set of construction plans, for choosing which of them you wish to use;
3.2 to what extent you wish to rely on, or implement, advice or recommendations or other products of the Services supplied by us;
3.3 for making any decision affecting the Services and any product of the Services; and
3.4 for the delivery, achievement or realization of any benefits directly or indirectly related to the Services which need to be implemented by you.
4.1 You must use your best endeavor to supply us promptly with all information and assistance and provide us with all access to documentation in your possession, custody or under your control required by us to perform our Services.
4.2 You must inform us of any information or developments which may come to your notice and which might have a bearing on the Services.
4.3 You must supply information in response to our enquiries (if any) to enable us to comply with our responsibilities under applicable law to make disclosures to relevant public authorities in respect of money laundering and any other criminal activity that we may encounter during performance of the Services, and you acknowledge and agree that any such disclosures may include Confidential Information.
4.4 We may rely on any instructions or requests made, or notices given, or information supplied, whether orally or in writing, by any person who we know to be, or reasonably believe to be, authorized by you to communicate with us for such purposes (an “Authorized Person”).
4.5 We may communicate with you by e-mail where an Authorized Person wishes us to do so. In consenting to this method of communication you accept the inherent risks related thereto.
4.6 We may receive information from you or from other sources in the course of delivering the Services. In relation to any such information, to the fullest extent permitted by Slovakian Law we will not be liable to you for any loss or damage suffered by you arising from fraud, misrepresentation, withholding of information relevant to the Services, or other default, whether on your part or that of the other information sources, unless detection of that fraud, misrepresentation, withholding or other default is evident to us in relation to any such information without further enquiry.
4.7 We may refrain from doing anything which would, or might in our opinion, be contrary to any legislation or any directive of any public authority, or which would, or might in our opinion, otherwise render us liable to any person, and we may do anything which is in our opinion necessary to comply with any such legislation or directive.
Part 2 – E-Shop Sales
5. Sales of goods
5.1 You may purchase goods from us through our E-Shop section of the By Mycom site in this case those following terms and Conditions will apply to each purchase.
5.2 For E-Shop sales the price you will pay us for any Goods will be stated in the Order Confirmation for those Goods, and will indicate separately the cost of transport and insurance to the point of delivery.
5.3 Risks in any Goods we sell to you will pass on to you on delivery to you or to any address designated by you for delivery of those Goods. Any Goods returned by you, will be returned at your risks, unless the Goods in question are from the start not accepted by you for any defect at the original delivery by our own agent.
6.1 This clause 6 is subject in all respects to the Online Forms you accept when buying Goods from us.
6.2 For the purposes of these Terms and Conditions, delivery of any Goods will happen when they arrive at the address for delivery stated in your Order Confirmation, or when collected by you or on your behalf.
6.3 All times and dates for delivery, which will be notified to you by us or on our behalf, are estimates only. Although we will try to have deliveries made on time, time is not of the essence of the Terms and Conditions, and Goods may be delivered to you at any time within 10 days before or after any stated delivery date. We will not be liable to you for any delay in delivery, however it may be caused, or for any loss or damage arising out of any such delay.
6.4 If you do not take physical delivery of any Goods on the agreed delivery date (or within the period referred to in clause 6.3) we or any of our agents may store and insure those Goods (or arrange for them to be stored and insured), and you will have to pay our, or our agent’s, reasonable costs of doing so. If under the Terms and Conditions any Goods are to be delivered by several consignments, each consignment will be treated as a separate and identifiable contract between you and us, and the rights of either party under it will be construed accordingly. If a consignment of Goods is not delivered, or the consignment is not fully delivered, the failure will not affect the obligations of the parties in respect of any other consignments.
6.5 Goods will be sent out to you in normal packaging, which neither you nor anyone else may return to us. Where you require any Goods to be specially packaged or marked, that charge will be included in your Order Confirmation for those Goods.
7. Acceptance of Goods/claims
7.1 We are liable for any damage to the Goods at the delivery and during the warranty period (which varies depending on the producer´s warranty given to the Goods).
7.2 If you are a consumer the warranty period shall be at least 24 months after receipt of the Goods by you. The warranty does not cover normal wear and tear of the Goods caused by its use.
If you discover damage under our responsibility you are obliged to inform us as soon as possible by email or by telephone and send defective Goods to us.
Complaints are dealt with in accordance with the relevant provisions of the Civil Code.
7.2.1 Removable damage:
In the case of damage that can be removed, you shall have the right to be free, timely and properly removed. We will remove damage promptly.
Instead of removing damage you may claim for Goods replacement if it does not result in unreasonable costs to us comparing to the price of Goods or the seriousness of the damage.
We may always replace the defective Goods instead of removing the damage, if it does not cause serious problems to you.
If you cannot properly use the Goods because of the repeated occurrence of the damage after repair or due to a greater number of damages, you shall have the right to exchange the Goods or to withdraw from the Supply Contract, i.e. the right to a refund of the purchase price (you may choose).
7.2.2 Irreparable damage:
In the case of damage that cannot be removed and which does not allow the Goods can be properly used as without defects, you shall have the right to exchange the Goods or to withdraw from the Supply Contract (you may choose).
In the case of other unrecoverable defects (i.e. those which allow the Goods to be properly used as without a defect), you are entitled to a reasonable discount from the price.
7.2.3 After the submission of a complaint by you, we have to identify a way to handle it immediately, in complicated cases, no later than three (3) working days and in appropriate cases, in particular where a complex technical assessment of the condition of Goods is needed within 30 days. After determining the way to handle it, the claim will be settled immediately, in appropriate cases a complaint can be settled later; complaint settlement shall take no longer than 30 days from the date of the claim. After this period, you shall have the right to cancel the Supply Contract or the right to exchange the Goods with a new one.
We will give you a confirmation of submission of a complaint immediately resp. without undue delay. Within 30 days from the date of the claim, we will give you a certification of settlement of the claim.
The period from the submission of complaint to the time you are required to take over the Goods after the repair does not count into the warranty period. In case of exchange of Goods, the warranty period continues again after the receipt of new Goods.
You shall be entitled to reimbursement of necessary expenses incurred in connection with the exercise of the right from liability for damage. This right should be applied to us no later than one month after the period in which to reproach damage; otherwise the right ceases to exist.
8. Assignment of guarantee
So long as you comply with your obligations under clause 7, if you so request we will assign to you all our rights against our supplier of Goods we have sold to you under a Supply Contract, and the rights in this clause 8 replace all rights which you would otherwise have had against us in respect of those Goods should they, or any of them, prove to be defective in any way.
Part 3 – General
9.1 Your obligations:–
9.1.1 you will provide full, accurate and reliable information which is necessary for the performance of the Supply Contract free of charge and in good time, and we will be entitled to rely on that information;
9.1.2 you are responsible, at your cost and expense, for all requirements required in relation to the Supply Contract to any third party, including for consents under planning legislation, regulations and other statutory requirements;
9.1.3 you will:–
(a) give decisions and approvals as necessary for the proper and timely performance of the Supply Contract; and
(b) advise us of the relative priorities in regard to any requirements or brief, or any budget or timetable.
9.2 Our obligations:–
9.2.1 we will exercise reasonable skill, care and diligence in accordance with the normal standards of our profession including in regard to:–
(a) performing the Services;
(b) keeping you informed of progress and of issues that may materially affect any timetable for, or the cost or finished quality of, the Services;
(c) co-operating with others engaged in relation to the Supply Contract; and
(d) not making material alterations to designs previously approved by you without your prior consent;
9.2.2 we will comply with your instructions, subject to our right of reasonable objection.
9.3 Mutual obligations:–
9.3.1 we and you will work together in a spirit of mutual trust and co-operation and promptly advise each other on becoming aware of:–
(a) the need to vary the Services or change any part of the Supply Contract; and
(b) incompatibility in or between any of your requirements:–
(i) for the Supply Contract; or
(ii) any of your instructions; or
(iii) any budget or timetable; or
(iv) any design approved by you,
and you and we will use reasonable endeavor to agree on how to deal with the relevant matter.
9.4 We will make every effort to portray recommended products and their colors and materials in the most accurate way on the website, however the displayed colors of the products will depend upon your device display and/or monitor and cannot be guaranteed by us as an accurate portrayal of the actual color or material of the product. We also make best efforts to estimate scale of your space based on photos provided, but can’t guarantee that all recommended products would fit your space. You are required to measure your space to ensure that items fit prior to purchasing.
9.5 We will attempt to ensure that all retail product links are current in order to assist you with purchasing required products, but we cannot guarantee that the furniture or accessories recommended by us will be available for purchase at all or within a specific time frame defined by you in Questionnaire. If prices are provided as part of the e-design service brief, they are given on a purely indicative basis, there is no guarantee that the price is the lowest price or that you will find the product at the similar price at the time of purchase.
10. Our Charges
10.1 Our invoices to you under the Supply Contract covering the costs of Goods, our fees, outlays and taxes, including withholding taxes where appropriate (“Charges”), as well as payment receipts, are produced at By Mycom site.
10.2 Details of our Charges and our payment terms are included in the Online Forms.
10.3 If under current legislation value added tax is chargeable, it will be charged by us on the sale of Goods and on the provision of Services delivered through the By Mycom site, and our prices to you will include value added tax.
10.4 On placing an order for E-Design Services at By Mycom site you will be asked to pay us 50% of our Charges for those Services. Before we submit to you:–
10.4.1 2 or 3 potential layout plans depending on the pack selected; and
10.4.2 2 or 3 draft Mood Boards depending on the pack selected
for you to review and approve one single concept from the two or three alternatives given. If you wish to move to the next phase (where we finalize the one layout plan and one Mood Board approved by you) you must pay us the remaining 50% of our Charges before we start work on this second phase.
10.5 You must pay in full the sales price for Goods you buy from us through our E-Shop services at the time you order them from us on the By Mycom site.
10.6 We have no obligation to provide refunds, unless specified otherwise herein. We may grant them in extenuating circumstances, or to correct any errors made by us, in each case in our sole discretion. The refund is limited to the amount paid for the service or e-shop goods. If you withdraw your order in writing for both e-design and e-shop services within allowed period of time we will refund you in full accordingly. After lapsing this period, we will have commenced work on your order and you will no longer be able to cancel it.
10.7 All our Charges are payable to us by using PayPal, by bank transfer or via online secured credit card payment gateway on By Mycom site.
10.8 By using the By Mycom site, you expressly authorize the third-party payment processor
- to collect your payment information and access your transactions on the payment processor platform;
- to exchange and process merchant data and your data with the third-party payment processor; and
- to exchange and process merchant and your data worldwide, internally or through a third party service provider, in each case as necessary to enable us to provide the e-design services and e-shop.
11. Exclusions and limitations on our liability
11.1 The Online Forms or Additional Terms and Conditions we may agree from time to time will prevail to this Terms and Conditions document.
11.2 However, Our liability in connection with the provision of Services or sale of Goods will always be limited as follows:
11.2.1 You agree that we will not be liable to you or to any other Beneficiary for:
a) loss of revenue; or
b) loss of profits; or
c) depletion of goodwill or similar losses; or
d) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses arising from, or in connection with, the Services or any Goods, or any defect in any Goods or Services; or
e) the liability for each and all Mycom Persons (including us), arising in any way and on any basis; or
f) any loss or damage suffered by you (or by any such other person) arising from, or in connection with, any Goods or Services;
11.2.2 however if the loss or damage is caused by deliberate breach of duty by us, including our negligence, but not our fraud or other, our liability is limited to an aggregate equal to:
a) the amount specified in the Online Forms; or
b) the alternative basis (if any) specified in the Online Forms; or
c) if no amount and no alternative basis are specified in the Online Forms, the total of the Charges received by us from you for the Goods or Services in question.
11.3 Where there is more than one Beneficiary our liability to each Beneficiary will be apportioned by all the Beneficiaries amongst them as they may agree, or in default of agreement within 30 days of you being requested by us to inform us of the agreement to this effect among the Beneficiaries, equally between all the Beneficiaries.
11.4 No Beneficiary may dispute or challenge the validity, enforceability or operation on the ground that no apportionment has been agreed under clause 11.3, or on the ground that the agreed share of the limitation amount apportioned to any Beneficiary is unreasonably low.
11.5 Any claim from you or Other Beneficiaries arising in any way and on any basis must be made within 12 months of the date on which Goods have been sold through e-shop, or 30 days of the date e-design Services under the Supply Contract have been delivered, together with all relevant supporting explanations and documents. No such claim may be made after the above respected periods have ended.
11.6 If at any time you would like to discuss with us how our Services can be improved, or if you have a complaint about any Goods or Services, you are invited to contact us through By Mycom site. We aim to deal with any complaint promptly and do what we can to resolve any difficulties there may be.
12. Circumstances beyond your or our control
Neither we nor you will be liable, in damages or in any other way whatever (in contract, in tort or in any other way whatever), for any failure or delay in performance of any obligations under the Supply Contract (except your payment obligations), where the failure or delay is caused by force majeure (and is not due to the fault or negligence of the party wishing to rely on this clause 12). For the purposes of this clause 12, “force majeure” is any event, occurrence or circumstance reasonably beyond the control of the party wishing to rely on this clause 12, including failure or delay caused by, or resulting from strikes, fires, floods, wars (whether declared or undeclared), riots, breakdown of machinery, failure (for any reason) for more than a few minutes of any computer systems or software, in any such case for any reason whatever.
13. Assignment and sub-contractors
13.1 Neither party may transfer to another person the benefit or burden of the Supply Contract without the prior written consent of the other party.
13.2 We may appoint sub-contractors to assist us in providing you with Goods or delivering Services to you. Where we appoint sub-contractors under this clause 13.2, for all purposes in connection with the Supply Contract their work will be deemed to be part of our Services.
14. Third parties
If you breach any of your obligations under the Supply Contract and there is any claim made or threatened against us by any other person, you will compensate us and reimburse us for, and protect us, and at all times keep us protected, from and against all losses, damages, expenses and liabilities incurred by us which result from, or arise from, or are connected with, any such breach and any such claim. If you make any payment under this clause 14 you may not seek to recover that payment from us. In this clause 14 “us” includes all Mycom Persons and “you” includes all Other Beneficiaries.
15. Termination and withdrawal
15.1 The Supply contract for either e-design services or e-shop supply of goods may be terminated unilaterally by you within 48 hours of your order confirmation simply by withdrawing your order in written form. We will then return your payment with no questions. Subsequent to the 48 hours period no cancellation or refunds will be allowed.
15.2 The Supply contract for e-design services may be for any reason whatsoever be terminated by either party, by giving a 30 days’ prior written notice to the other party at any time. The termination under this clause 15.2 will not affect any rights that may have been acquired by either you or us before termination. In case of termination by you,
15.2.1 the sums paid to us will not be refunded,
15.2.2 the sums yet to be perceived will no longer be due and our work will be terminated.
15.3 The Supply contract for e-design services may be for any reason whatsoever be suspended by either party, by giving a 7 days’ prior written notice to the other party at any time. The suspension under this clause 15.3 will not affect any rights that may have been acquired by either you or us before suspension. In case of suspension by you,
15.3.1 the sums paid to us will not be refunded,
15.3.2 the sums yet to be perceived will remain due only at the time the Contract will be resumed and our work will be suspended until such time, that the contract will be resumed.
15.4 When the Supply Contract ends, however (and for whatever reason that occurs) that will not in any way affect any rights, obligations or liabilities under this Contract and despite the fact that the Supply Contract ends, any part of the Supply Contract having any relevance or any bearing for the purposes of either clause 15.2 or clause 15.3, will continue in full force and effect after the Supply Contract ends.
15.5 If you are a consumer, the Supply Contract for e-design Services may be terminated unilaterally by you within 48 hours of your order confirmation simply by withdrawing your order in written form. We will then return your payment with no questions. Subsequent to the 48 hours period no cancellation or refunds will be allowed. You expressly agree and declare that after placing and order you waive your right to withdraw from the Supply Contract after 48 hours from order and that we may provide you with the e-design Services immediately after your order. The Supply Contract for supply of Goods from e-shop (with the exception for Goods made according to your special requests and/or designed especially for you, e.g. bespoke furniture), may be terminated unilaterally by you within 14 days after the Goods take-over simply by withdrawing your order in written form. If you withdraw from the Contract, we shall reimburse all payments received from you, including the costs of delivery (with the exception of extra costs resulting from your choice of a more expensive type of delivery than the less expensive standard delivery offered by us) without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this Contract. We will carry out the reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. We may withhold reimbursement until we have received the Goods back or you have supplied evidence of having sent back the Goods. You shall send back the Goods without undue delay and in any event not later than 14 days from the day on which you communicate your withdrawal from this Contract to us. The deadline is met if you send back the Goods before the period of 14 days has expired. You will bear the cost of returning the Goods. You must return the Goods unused, undamaged and with proof of the purchase (invoice). Goods must be sent by registered post and insured (we are not liable for any loss or damage during transportation). You are liable for any diminished value of the Goods, which results from your treatment of the Goods beyond which is necessary to establish their nature, characteristics and functionality. In the event that the Goods will lose on its value, we are entitled to reduce the amount refunded as change in the characteristics and functioning of the Goods directly related to how you used the Goods and dealt with it.
Model cancellation form
(If you would like to cancel your order, please complete this form and sent it back to address below.)
To Mycom s. r. o., ID No. 35 937 823, Rastislavova 2, Bratislava 821 02, Slovakia, email@example.com
I / We hereby confirm that I / We would like to cancel the following order for following Goods
Ordered on/ received on
--.--.---- / --.--.----
Customer Name (s)
Customer signature (only necessary on paper forms):
16. Provisions severable
Every provision in the Supply Contract is severable and distinct from every other provision, and if any provision of the Supply Contract is found by any court or administrative body or public authority of competent jurisdiction to be invalid or unenforceable in whole or in part, or if compliance by you or by us with any ruling or resolutions of the relevant Jurisdictions governing this contract has the same or a similar effect, the remainder of the Supply Contract (and of the invalid or unenforceable provision, if only part of it is affected as aforesaid) will not be affected, and all provisions not directly affected by the invalidity or unenforceability will remain in full force and effect unless the severance of the invalid or unenforceable provision would unreasonably frustrate the commercial purposes of the Supply Contract.
17.1 You agree to, and accept, the provisions of the Supply Contract on your own behalf and as agent for all Other Beneficiaries. By agreeing to these Terms and Conditions you confirm you have read them and understood them, that you of legal age to enter into such contract and that you are responsible alone for the enforcement of this contract and for payment of our charges under the Supply Contract.
17.2 We accept your agreement to, and acceptance of, the terms of the Supply Contract on our own behalf and as agent for each and all other Mycom Persons.
18. Dispute Resolution – Informal Procedures
18.1 If there is any dispute, controversy or claim arising under, out of, or in connection with the Supply Contract (including any question regarding its existence, validity, termination or nullity), or the interpretation, breach or termination of it (a “Dispute”) you and we will first seek to resolve the Dispute as follows:
18.1.1 the parties will promptly seek to resolve the Dispute by negotiations between themselves by exchange of emails;
18.1.2 if within 15 days of the email the dispute is not resolved, the parties agree to set up a conference call at a mutually acceptable time and place of the date of a written notice from one of the parties to the other requesting the start of negotiations to settle a Dispute.
18.2 Except where either party, in breach of clause 18.1, does not try to settle a Dispute as required by clause 18.1, neither party may start court proceedings anywhere while attempts to resolve that Dispute under clause 18.1 are in progress or the process has not yet started.
18.3 Once efforts to resolve a Dispute under clause 18.1 have failed, or if either party refuses to implement the Dispute procedure in clause 18.1, either party may:
18.3.1 Either resolve the Dispute out-of-court by as described in clause 18.4.
18.3.2 or initiate court proceedings to settle the matter in question.
18.4 Alternative Dispute Resolution (ADR)
18.4.1 You, if you are a consumer, shall have the right to apply in order to protect your consumer rights on alternative dispute resolution entity. While ADR you shall cooperate with an alternative dispute resolution entity in the interest of a quick resolution of the dispute. In cross-border disputes, you shall have the right to apply to the European Consumer Centre that will provide you with an address, email address or telephone number of the ADR entity competent to resolve the dispute.
18.4.2 Possibilities and conditions of ADR are regulated by the Act no. 391/2015 Coll. on alternative dispute resolution for consumer disputes. More information on consumer ADR is available on the website https://mhsr.sk/alternativne-riesenie-spotrebitelskych-sporov-clr, which also maintains a list of an alternative dispute resolution entities disputes and also on the website https://soi.sk/sk/Alternativne-riesenie-spotrebitelskych-sporov.soi, which is one of entities for alternative dispute resolution for consumer disputes. In a case of a dispute with us you may initiate an alternative dispute resolution also through platform located at: https://webgate.ec.europa.eu/odr/main/?event=main.home.show.
19.1 Any notice to be given to, or served on, or any other communication to be made to, you or us under or in connection with this agreement must be in English, or if not in English must be accompanied by an accurate and complete translation into English, and must be in writing signed by or on behalf of the party giving or serving it, and may be given or served by personal delivery or by pre‑paid recorded delivery post, by e-mail, or fax.
19.2 No notice or other communication may be given to, or served on, you or us by any SMS or MMS, or by any other instant messaging service, or (except for e-mails) over the internet (including Facebook or any similar service), and if any notice or other communication is given or served which contravenes this clause 19 it will be invalid for all purposes.
19.3 For all purposes of this agreement delivery by courier to an address as contemplated by this clause 19 is, at the time the delivery is made in that way, personal delivery to, and service on, the person to be served (the “recipient”) by the person on whose behalf the courier delivery is made (including where the recipient is a company), and that is also the case:–
19.3.1 whether or not the recipient, or a representative of the recipient, is present to receive delivery at that address at the time the delivery is made in that way; and
19.3.2 whether or not the recipient, or a representative of the recipient, actually takes delivery from that courier at the time the delivery is made in that way.
19.4 The parties’ addresses for the purposes of this clause 19 are:–
Bratislava 821 02,
represented by: Jana Novakova
Tel. +421 903 284 285
19.5 We may notify you, and vice versa, of a change to our or your name, address, e-mail address, or fax number for the purposes of receiving notices, but any such notification will only be effective on:–
19.5.1 the date specified in the notification as the date on which the change is to take place; or
19.5.2 if no date is specified, or the date specified is less than 5 clear days after the date on which notice is deemed to have been served, the date falling 5 clear days after notice of any such change is deemed to have been given.
20. Time and place of dispatch and receipt of electronic communications
20.1 Subject as provided elsewhere in this agreement, the rules in this clause 20 apply for all purposes of the Supply Contract in determining the time and place of dispatch and receipt of a communication in electronic form, excluding faxes but including e-mail (each an “electronic communication”).
20.2 In this clause 20 an “information system” is a system for generating, sending, receiving, storing or otherwise processing electronic communications and all data (dates, time, subject, content, etc.) related to the dispatch information bind all persons and may not be challenged.
21.1 No course of dealing between the parties, or any failure to exercise, or delay or omission of either of the parties in exercising, any right under the Supply Contract will impair that right, or be construed as a waiver of that right, and no single or partial exercise of any right will preclude any further exercise of that right, or the exercise of any other rights.
21.2 Except and to the extent that this is in conflict with any express provision of the Supply Contract, the rights and remedies provided in the Supply Contract are cumulative and not exclusive of any rights or remedies provided by the general law, or by any other agreement or document. In this provision “general law” includes the law of a country other than Slovakia, and “right” includes any power, privilege, remedy, or proprietary or security interest.
21.3 Except as set out in clause 2, nothing in the Supply Contract, express or implied, confers, or is to be interpreted, or deemed, to confer any intellectual or industrial property rights of any kind belonging to one of the parties on the other party.
21.4 If any provision of the Supply Contract is to be amended, waived, discharged or terminated, or if any breach of the provisions of the Supply Contract is to be waived or discharged, that may only be accomplished by an instrument in writing which is expressed to be an amendment of, or supplement to, the Supply Contract and which is signed by or on behalf of the party against whom enforcement of the amendment, waiver, discharge or termination is sought, and not orally.
21.5 Subject to the rights that may accrue to any successor or the parties’ respective permitted assignees (if any), no provision of the Supply Contract is be construed as creating any rights enforceable by a third party, and to the extent permissible by law all third party rights implied by law are hereby excluded.
21.6 The Supply Contract has been written in the English language, which is the sole authentic language of the Supply Contract. If the Supply Contract is translated into any other language and there is any ambiguity or inconsistency between this English language version and any translated version, this English language version prevails in all cases.
21.7 Each notice, instrument, certificate or other communication to be given under or in connection with the Supply Contract must be in the English language (being the language of negotiation of the Supply Contract) and if any notice, instrument, certificate or other communication, or the Supply Contract, is translated into any other language, the English language version will prevail.
22. Governing law and jurisdiction
22.1 The Supply Contract, and all matters (contractual and non-contractual) arising under, out of, or in connection with, the Supply Contract, are to be governed by, and construed and enforced in accordance with, the Slovak law, excluding the conflict of laws provisions and also excluding the United Nations Convention on Contracts for the International Sale of Goods.
22.2 Each of the parties hereby releases, waives, renounces and relinquishes any rights, preferences and opportunities to plead the law of any jurisdiction other than Slovakia for the purpose of construing, interpreting and determining the enforceability of the provisions of the Supply Contract.
22.3 In relation to any legal action or proceedings to resolve any claim or matter (contractual and non-contractual) arising under, out of, or in connection with, the Supply Contract and the legal relationships established by the Supply Contract, including any dispute regarding the existence, validity or termination of the Supply Contract or the consequences of its nullity (“Proceedings”), each of the parties submits to the exclusive jurisdiction of the courts of Slovakia and each of the parties waives any objection to Proceedings in the courts of Slovakia on the ground of venue or on the ground that Proceedings have been brought in an improper, inconvenient, incorrect or inappropriate forum.