General Terms and Conditions of Business, Delivery and Payment (GTC)

1.1These General Terms and Conditions of Business, Delivery and Payment (hereinafter “GTC”), in the version valid at the time of the order, apply to the business relationship between NextGen Railway Engineering s. r. o., Plynárenská 7/B, 821 09 Bratislava, Slovak Republic, company ID (IČO) 56 783 604, registered in the Commercial Register of the Bratislava III City Court, Section Sro, Insert No. 185638/B (hereinafter “NGRE”), and a customer.

1.2A customer of NGRE is any natural or legal person under private or public law who uses a service or goods and who has a contractual relationship with NGRE or with whom such a relationship is to be entered into within the meaning of clause 2.

1.3A business customer is a customer who, when concluding the contract, acts in the course of their trade, business or other entrepreneurial activity within the meaning of Section 2(2) of the Slovak Commercial Code (Act No. 513/1991 Coll., Obchodný zákonník).

1.4A consumer is a customer who is a natural person and who, when concluding and performing the contract, does not act within the scope of their business or profession. Consumers are subject to the provisions of the Slovak Consumer Protection Act (Act No. 108/2024 Coll.) and the Civil Code (Act No. 40/1964 Coll., Občiansky zákonník).

1.5A consumer transaction within the meaning of these GTC is a legal transaction with a consumer who acquires products and services to satisfy their own private needs.

1.6Unless the underlying transaction is a consumer transaction, agreements or conditions deviating from the content of the contract are recognised by NGRE only if they have been agreed to in writing. Order confirmations issued by NGRE expressly do not constitute recognition or confirmation of such conditions.

1.7If the customer’s conditions conflict with these GTC, the contract is nevertheless concluded exclusively on the basis of NGRE’s GTC. This also applies if NGRE has not expressly objected to the inclusion of the customer’s general terms and conditions or performs services without reservation in the knowledge of conflicting provisions of the customer. A mere reference to the customer’s terms and conditions does not bind NGRE to them.

2.1Goods may be ordered and services commissioned only by natural persons with full legal capacity or, in the case of legal persons, only by a natural person authorised to represent them, who must be named.

2.2The data requested when placing the order must be provided completely and correctly. If the data provided changes after the order has been placed, the customer is obliged to correct the information as soon as possible by written notice to NGRE.

2.3By placing an order, the customer submits a binding offer to NGRE to conclude a contract for the purchase and/or delivery of goods or for the provision of engineering, consulting, documentation, measurement and testing services. After receipt of the offer submitted by the customer, NGRE sends the customer an e-mail confirming receipt of the order and listing its details (order receipt).

2.4The order receipt does not constitute acceptance of the offer; it merely informs the customer that the order has been received by NGRE. Orders are deemed accepted only when NGRE confirms them in writing (order confirmation). A contractual relationship is established only by this written confirmation. NGRE is entitled to refuse acceptance of an order without stating reasons. No contract is concluded for products from one and the same order that are not listed in the order or dispatch confirmation. The customer agrees to receive electronic invoices.

2.5The basis for the service to be provided is the scope of work defined in the written order, which is sent to NGRE signed on behalf of the company. Change requests arising or added later lead to separate agreements on deadlines and prices.

2.6The nature and scope of the agreed service result from the contract, the power of attorney and these GTC.

2.7Amendments and additions to the order require a written agreement between the contracting parties in order to become part of the existing contractual relationship.

2.8NGRE undertakes to carry out the order properly in accordance with the generally recognised rules of technology and the principles of economic efficiency.

2.9Statutory provisions, guidelines or other sets of rules apply in the version agreed in the contract. If the contract contains no information in this respect, the provisions valid on the day the offer was prepared apply. Please note that changes to or new editions of sets of rules occurring after the offer was prepared (e.g. a new edition or revision of a standard or TSI, the entry into force of new standards, draft standards or TSI) may lead to increased effort for NGRE and thus to increased costs for the customer due to additionally required or newly or additionally rendered services. In this case the existing contract must be amended and adapted to the changed framework conditions. Additional costs arising from changes or adaptations of the sets of rules that do not fall within NGRE’s sphere are to be borne by the customer.

2.10NGRE is entitled to use the services of third parties to perform the contract without the customer’s consent being required.

3.1Unless stated otherwise, NGRE’s offers are non-binding with regard to all data stated, including the fee.

3.2If an order confirmation contains changes compared with the order, these are deemed approved by the customer unless the customer objects in writing without delay. Towards consumers this applies only if the order confirmation expressly draws their attention to this legal consequence.

3.3Any permits required for the execution of an order that are to be issued by authorities or third parties must be obtained by the customer, who must inform NGRE accordingly and, where applicable, indemnify and hold NGRE harmless. NGRE is not obliged to commence work before these permits have been legally granted and proven to NGRE.

3.4The expense for drafts, sketches, samples and other services rendered in advance of the preparation of the offer or contract must be reimbursed to NGRE on request without delay, even if the prospective order is not placed.

3.5All data required and all prerequisites to be created that are necessary for NGRE to provide the service must be made available by the customer in good time, in usable form and free of charge. Delays in provision result in a longer delivery period or service duration; the customer is liable for all damage incurred by NGRE as a result of such delay.

4.1In the case of contracts concluded away from business premises or at a distance, consumers may withdraw from the contract within 14 days without giving reasons, in writing or by returning the goods. For contracts for the delivery of goods, the period begins on the day on which the consumer or a third party designated by the consumer takes possession of the goods; for contracts for the provision of services, on the day the contract is concluded. In the case of recurring deliveries of similar goods, the period begins on receipt of the first partial delivery. To meet the withdrawal deadline it is sufficient to send the notice of exercise of the right of withdrawal before the period expires.

4.2If the consumer expressly requests that NGRE begin providing the service during the withdrawal period, the consumer must, in the event of withdrawal, pay a proportionate fee for the services rendered up to the withdrawal. The right of withdrawal expires if the service has been fully performed with the consumer’s prior express consent and acknowledgement of the loss of the right of withdrawal.

4.3If the contract is withdrawn from, NGRE refunds all payments made by the consumer for the product or service acquired within 14 days of receipt of the notice of withdrawal, free of charges and deductions. In the case of goods, NGRE may withhold the refund until the returned goods have been received or proof of their dispatch has been provided. Unless otherwise agreed, the same means of payment used for the original transaction is used for the refund.

4.4Goods that can be sent by parcel must be returned. The customer bears the cost of return if the goods delivered correspond to those ordered. Otherwise the return of the goods is free of charge for the customer.

4.5There is no right of withdrawal for products made to special customer specifications or clearly tailored to the customer’s personal needs, for products that are not suitable for return, or for products whose expiry or use-by date has passed.

4.6If a customer for whom the underlying transaction is not a consumer transaction, or a consumer outside their right of withdrawal, wishes to withdraw from the contract, this is possible only with NGRE’s written consent and against reimbursement of the costs associated with the withdrawal.

4.7Withdrawal by written declaration or return of the goods is to be addressed to: NextGen Railway Engineering s. r. o., Plynárenská 7/B, 821 09 Bratislava, Slovak Republic, or by e-mail to office@ngre.sk.

4.8NGRE is in particular entitled to withdraw from the contract in whole or in part

4.9In the event of a justified withdrawal from the order by the customer, the services rendered by NGRE up to the withdrawal must be remunerated by the customer.

4.10If the contract is terminated due to a delay in acceptance or performance on the part of a customer who is a business customer, cancellation fees in the amount of the lost profit, but at least 35 % of the purchase price or order volume, are due irrespective of fault. Towards consumers the statutory provisions apply.

4.11Events of force majeure affecting NGRE or one of NGRE’s upstream suppliers entitle NGRE to suspend deliveries for the duration of the impediment and a reasonable start-up period or to withdraw from the contract in whole or in part according to its effects.

4.12If NGRE is entitled to withdraw from the contract or if the customer withdraws from the contract without justification, NGRE is in any event entitled, without prejudice to claims for damages, to payment for the deliveries or services already rendered and for the preparatory actions carried out with regard to the contract, even if the contract has thereby been performed only in part. Even if no delivery has taken place, NGRE is entitled to reimbursement of the costs incurred in its preparation.

5.1The deadlines contained in the order confirmation are decisive. Delivery and service deadlines and dates are binding on NGRE only if they have been set out in writing. Any deviation requires written form.

5.2The place of performance is NGRE’s registered office in Bratislava, irrespective of the place of delivery or service.

5.3NGRE expressly points out that all information on the availability, dispatch or delivery of goods or services constitutes expected dates and approximate reference values. Such information is non-binding unless it has exceptionally been guaranteed in writing.

5.4If NGRE is unable to deliver or perform through no fault of its own, for example due to force majeure, traffic disruptions, strikes or because a supplier of NGRE fails to fulfil its contractual obligations or materials are unavailable, the delivery or performance period is extended by the duration of the impediment. Statutory claims remain unaffected.

5.5If delivery to the customer is not possible, for example because the goods delivered cannot be accepted by the customer due to their size or weight or because the recipient cannot be found at the delivery address provided, even though the characteristics of the goods and the time of delivery were announced to the customer within a reasonable period, the customer bears all costs of the unsuccessful delivery.

5.6Unless the underlying transaction is a consumer transaction and unless otherwise agreed, cost estimates (quotations) are written, time-limited, non-binding and subject to a charge. Rough cost estimates are non-binding and free of charge.

5.7All plans, sketches, drafts, dimensions and weights as well as other technical descriptions, but also brochures, catalogues, samples and the like remain the possession and intellectual property of NGRE. Unless otherwise marked or stated, the information contained therein constitutes approximate reference values and in no case guaranteed characteristics. Any use of the documents described above without NGRE’s consent entitles NGRE to assert claims for damages and/or injunctive relief.

5.8NGRE is obliged to deliver or perform only if the customer has fulfilled all obligations arising from the contractual relationship.

5.9NGRE is entitled to make and invoice advance and partial deliveries. If it becomes apparent after conclusion of the contract that an agreed partial service must be changed in nature or scope (see also clause 2.9), NGRE must obtain the customer’s consent before further execution if the additional expense exceeds 20 % of the contractually agreed price for the partial service. If the customer does not agree, the relevant part may be excluded from the contractual service; the remainder of the contract remains unaffected. This requires a written agreement. In this case NGRE is entitled to invoice the customer for the partial services already rendered.

5.10Only in the event of a delivery delay caused intentionally or by gross negligence on the part of NGRE, and with priority given to the other clauses of these GTC, is the customer entitled to withdraw from the contract after setting a reasonable grace period of at least 6 weeks. The grace period begins on the day the customer’s declaration of withdrawal (to be sent by registered letter) is received by NGRE. Towards consumers the statutory provisions apply.

5.11All additional services necessary for the performance of the contract that are not reserved in NGRE’s order confirmation must be provided by the customer at the customer’s own expense.

5.12Materials to be procured by the customer and documents of any kind necessary for NGRE’s work must be supplied to NGRE by the customer free of charge and in usable condition. NGRE’s acknowledgement of receipt does not constitute confirmation of the correctness of the type and quantity stated as delivered.

5.13Originals, drafts, sketches, samples and other documents handed over to NGRE remain with NGRE and are not returned after completion of the order unless otherwise agreed.

6.1The sales price of the respective products and services is stated in euros. The amounts stated do not include value added tax (DPH); where applicable, it is shown separately and must be paid additionally by the customer.

6.2The prices in the order confirmation are decisive and must correspond to those in the offer. If no order confirmation exists, the prices from the offer apply.

6.3The sales price of goods does not include delivery and shipping costs. These are calculated depending on the shipping provider, which is selected separately by the customer in the individual case and agreed with NGRE.

6.4Price offers become binding when NGRE has confirmed them in writing stating the scope of services. Deliveries or services exceeding the confirmed scope are invoiced separately by NGRE.

6.5NGRE is entitled to adjust costs if supplements arise from expenses not foreseeable in the offer phase and/or from contract amendments causing additional effort. The prices valid at the time the supplement is announced or the contract is amended form the basis.

6.6NGRE is in particular entitled to invoice additional costs arising from a delay not caused by NGRE, in particular in clarifying the technical or legal prerequisites for delivery or as a result of overtime, night or Sunday work requested by the customer.

7.1The customer may pay the purchase price in cash, by invoice (bank transfer), by credit card or in advance. Unless otherwise agreed, payment must be made within 30 days of receipt of the invoice. This also applies to amounts arising from subsequent deliveries or other agreements exceeding the original contract sum, irrespective of the payment terms agreed for the main delivery. Projects are generally invoiced in instalments.

7.2NGRE reserves the right to prescribe or not to offer certain payment methods in individual cases.

7.3In the event of a payment default by the customer, NGRE is entitled to charge statutory default interest and to withhold delivery or performance; NGRE is obliged to render further services only after full payment.

7.4Payments without a designated purpose are credited first against interest on costs, then against costs, then against interest on the principal and finally against the principal claim.

7.5Discounts, cash discounts or bonuses granted require an express written agreement and are conditional upon full payment being made on time. If the payment deadline is exceeded, even with regard to a single partial service only, remunerations granted (discounts, deductions, etc.) lapse and are added to the invoice.

8.1After delivery and handover to the customer, the goods ordered remain the property of NGRE until full payment of the purchase price and all related price components and costs, such as fees for assembly, whereby the risk of loss passes to the customer upon handover. Before the invoice has been settled in full, the customer is prohibited from pledging the goods, transferring them by way of security or granting third parties any other rights to them. The customer must notify NGRE immediately and in writing of enforcement measures and other third-party actions affecting NGRE’s legal position with regard to the goods subject to retention of title. The customer must object to such measures without delay, referring to NGRE’s retained title.

8.2Should the goods be seized or confiscated, the customer undertakes to notify NGRE within 5 days and to provide NGRE with all information and support required to enforce its ownership rights.

8.3It is agreed that NGRE’s retention of title remains in force even if the goods delivered are mixed or processed.

9.1A consumer is entitled to set off against claims of NGRE only with claims that are legally connected with the consumer’s liability towards NGRE, with claims established by a court or recognised by NGRE, and in the event of NGRE’s insolvency. A business customer is not entitled to set off against claims of NGRE.

9.2A consumer may assert a right of retention only on account of claims against NGRE that are legally connected with NGRE’s claims. A business customer is not entitled to assert a right of retention.

9.3If certain items are disputed at the time NGRE’s invoices fall due, the undisputed part of the invoice amount may not be withheld by the customer for this reason.

10.1If the underlying transaction is a consumer transaction, the consumer’s statutory claims, in particular the rights arising from statutory liability for defects under the Civil Code and the Consumer Protection Act, remain unaffected.

10.2If the underlying transaction is not a consumer transaction, the following deviations from the statutory warranty provisions of the Commercial Code apply:

11.1The data required for the processing of business are stored. All personal data are treated confidentially and in accordance with the General Data Protection Regulation (GDPR) and the Slovak Data Protection Act (Act No. 18/2018 Coll.). Reference is made to NGRE’s privacy policy.

11.2Information and documents disclosed to each other are kept confidential by both parties, and all necessary measures are taken to prevent third parties from gaining knowledge of or exploiting them. This duty of confidentiality also applies to the respective employees, vicarious agents, committee members and contracting partners.

11.3The personal data disclosed are used only for the business relationship necessary to process the order and are protected against access by third parties. Data are stored only to the extent necessary for the contractual relationship or required by statutory provisions.

12.1NGRE is entitled to refer to NGRE and, where applicable, to the author on all concepts and in all projects without the customer being entitled to any remuneration.

12.2Subject to the customer’s written revocation, which is possible at any time, NGRE is entitled to refer to the existing business relationship with the customer on its own advertising media and in particular on its website, using the customer’s name and company logo as well as the documents created.

13.1The design of NGRE’s products and services is in part protected by design rights. The presentation of the products in catalogues and brochures, the illustrations, drawings, sketches and other documents sent are the intellectual property of NGRE. All of the aforementioned and other documents made accessible in the course of business may not be used for other purposes and may neither be reproduced nor made accessible to third parties without NGRE’s written consent. They must be surrendered on request without delay.

13.2Any use (in particular editing, execution, reproduction, distribution, making available) of the documents or parts thereof is permitted only with NGRE’s express consent. All documents may therefore be used only for the purposes expressly specified when the order was placed or by a subsequent agreement.

13.3If NGRE does not receive an order after a presentation, all services of NGRE, in particular the presentation documents and their content, remain the property of NGRE. The customer is not entitled to make further use of them in any form whatsoever. Rather, the documents must be returned to NGRE without delay. Passing presentation documents on to third parties as well as publishing, implementing, reproducing, distributing or otherwise exploiting them is not permitted without NGRE’s express consent.

13.4The customer is likewise prohibited from making further use of the ideas and concepts contributed in the course of the presentation, irrespective of whether the ideas and concepts enjoy copyright protection.

13.5The use of NGRE’s services beyond the originally agreed purpose and scope of use requires NGRE’s consent, irrespective of whether the service is protected by copyright. NGRE is entitled to separate reasonable remuneration for this.

13.6The use of NGRE’s services or of concepts for which NGRE has developed conceptual or design templates likewise requires NGRE’s consent after performance of the contract, irrespective of whether the service is protected by copyright or not.

13.7The customer is obliged to indemnify and hold NGRE harmless against all claims asserted by third parties for infringement of copyrights, related rights, other industrial property rights or personal rights. NGRE reserves the right to serve third-party notice on the customer in legal proceedings brought against NGRE. If the customer does not join the proceedings on NGRE’s side, NGRE is entitled to acknowledge the claim.

13.8NGRE is entitled for an unlimited period to include the customer and descriptions of the services rendered for the customer in its list of references and to use this information as well as photographs of the customer’s products together with its own products for advertising and presentation purposes in any fair manner, in particular on the internet and in product catalogues. The customer grants its consent to this; the revocation under clause 12.2 remains unaffected.

13.9If NGRE undertakes (custom) productions according to drawings, samples or models of its customer, the customer assumes liability for ensuring that no third-party property rights are infringed and indemnifies and holds NGRE harmless in this respect.

14.1In the event of default on its contractual obligations, the customer undertakes to reimburse NGRE for the necessary, reasonable and appropriate reminder and collection costs incurred as well as the costs of legal enforcement by lawyers or collection agencies. Towards business customers NGRE is additionally entitled to the flat-rate compensation for recovery costs under Section 369c of the Commercial Code (Obchodný zákonník). Towards consumers such costs are claimed only in the amount permitted by law.

15.1The contractual relationship between NGRE and the customer as well as these GTC are governed by the substantive law of the Slovak Republic. Other national laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG) are excluded. For consumers habitually resident in another state, the mandatory consumer protection provisions of that state remain unaffected.

15.2The place of jurisdiction for all disputes arising from the contractual relationship between a business customer and NGRE is the competent court in Bratislava. For actions against or by consumers, the statutory rules on jurisdiction apply.

15.3Consumers may submit complaints to the Slovak Trade Inspection (Slovenská obchodná inšpekcia) and have the option of alternative dispute resolution under Act No. 391/2015 Coll. on alternative resolution of consumer disputes.

16.1By submitting an order, the customer acknowledges the validity of these GTC. NGRE is entitled to transfer the rights and obligations assumed to third parties; the customer takes note of and agrees to the possible transfer. Towards consumers, an assignment of the contract requires their consent.

16.2All notices, requests, demands, requirements or other notifications to be made within the framework of the contractual relationship must be made in writing and sent to the business and delivery address of the respective contracting party; text form (e-mail) is sufficient unless otherwise provided.

16.3NGRE reserves the right to amend these GTC for future contracts at any time. For existing contracts, the version agreed at the time of conclusion of the contract applies.

16.4Should any provision of these GTC be invalid, it shall be replaced, towards consumers, by the provision provided for by law. Towards business customers, a provision that comes economically closest to the original provision is deemed agreed. The remaining provisions of these GTC remain in force.

16.5By placing the order, accepting the consignment or awarding the contract, the customer expressly acknowledges these GTC.

16.6These GTC are available in German, English and Slovak. In the event of discrepancies between the language versions, the German version prevails for business customers and the Slovak version for consumers habitually resident in the Slovak Republic.