Purchase terms and conditions

Version 31.03.2025

1 APPLICABILITY OF THESE PURCHASE TERMS AND CONDITIONS

1.1 These Purchase Terms set forth the rights and obligations of the Parties as well as other terms and conditions for contracts under which Brightpick will procure (i) Products, (ii) Services, and/or (iii) Works.

1.2 These Purchase Terms are published on Brightpick’s website at the following link: https://www.brightpick.ai/purchase-terms-and-conditions

1.3 Brightpick is entitled to unilaterally amend these Purchase Terms by publishing them on its website. The relevant version of the Purchase Terms becomes valid and effective on the date of their publication on Brightpick’s website, unless stated otherwise.

1.4 By entering into the Agreement, the Seller declares that they have reviewed these Purchase Terms, accept them, and agree to their content.

1.5 In the event of any conflict between the provisions of the Agreement and these Purchase Terms, the provisions of the Agreement prevail.

1.6 Brightpick does not acknowledge, assume, or agree to any general terms and conditions of the Seller. No purchase or sale between the Parties, conducted without the express or implied reservation by Brightpick regarding the Seller’s terms and conditions, will constitute the Brightpick’s consent to their application.

1.7 Any additional or conflicting terms in the Seller’s confirmation, specifications, or any other written or oral communication are not binding on Brightpick unless agreed to in writing and signed by Brightpick. Brightpick’s failure to object to any additional or conflicting terms does not constitute a waiver of any terms contained in these Purchase Terms.

2 DEFINITIONS AND INTERPRETATION

2.1 In these Purchase Terms the following definitions will have the following meanings:

“AGREEMENT” means all arrangements that clearly establish and confirm the formation and existence of a contractual relationship between the Parties in accordance with the provisions of the applicable legal regulations of the Slovak Republic’s obligations law, under which Brightpick orders (i) Products or (ii) the provision of Services or (iii) execution of Work from Seller. For the avoidance of doubt, the term Agreement under these Purchase Terms includes both an Agreement in the form of a separate document as well as, for example, an Agreement established by a Purchase Order issued Brightpick and delivered to the Seller, which has been accepted and confirmed by the Seller.

“CONFIDENTIAL INFORMATION” means any and all information, in any form or medium, whether disclosed directly or indirectly, that relates to either Brightpick or the Seller, including but not limited to information regarding the Products, Services, or Works. Such information may include, without limitation, technical data, business strategies, financial details, trade secrets, proprietary systems, know-how and any other information. All such information shall be treated as confidential, regardless of whether it is expressly marked or the manner in which it is disclosed, including any information not specifically listed herein that a reasonable person would consider confidential..

“DELIVERABLES” mean Products, Services and/or Works.

“DOCUMENTATION FOR THE DELIVERABLE” means any materials, including but not limited to user manuals, instruction manuals, installation guides, or any other information regarding the use, operation, or installation of the Deliverable, whether provided electronically to Brightpick or supplied in any physical or digital medium within delivery, provision and/or execution of the Deliverable.

“FORCE MAJEURE” means any event or circumstance that occurs independently of the intent or control of the obliged Party and prevents it from fulfilling its obligations, provided that it cannot reasonably be expected that the obliged Party could have averted, mitigated, or overcome the obstacle or its consequences, or foreseen the event at the time the obligation was established. Force Majeure does not include any direct or indirect interference by state administrative authorities unless such interference is the result of a widespread national or international emergency, disaster, or similar exceptional circumstance beyond the control and/or reasonable expectation of the obliged Party.

“PARTY” means either the Seller or Brightpick.

“PARTIES” means the Seller and Brightpick collectively.

“Brightpick” means Brightpick s. r. o., with its registered seat at Plynárenská 6, 821 09 Bratislava – mestská časť Ružinov, Company ID (IČO): 47 353 309, registered with the commercial register of Municipal Court Bratislava IIII, Section: Sro, Insert No.: 91452/B.

“PRODUCTS” means the goods, equipment, components, parts, and materials provided by the Seller, including any related packaging, as specified and in accordance with the technical specifications, quality standards, and other requirements agreed upon by the Parties in the Agreement or any accompanying documentation.

“PURCHASE ORDER” means the document, whether in paper, electronic, or any other form, through which Brightpick places an order for (i) Products, (ii) Services or (iii) Works from the Seller. Purchase Orders may take various forms, including but not limited to Standard Purchase Orders for one-time transactions, Blanket Purchase Orders for recurring orders over a defined period, Planned Purchase Orders with pre-scheduled deliveries, Contract Purchase Orders issued under a framework agreement, Recurring Purchase Orders for scheduled purchases, Open Purchase Orders for flexible or indefinite procurement, or Service Purchase Orders specific to the acquisition of Services. Each Purchase Order specifies the relevant terms, including quantity, pricing, delivery schedules, and any other applicable requirements of Brightpick.

“PURCHASE TERMS” mean these Purchase Terms and Conditions.

“SELLER” means the legal entity that (i) sells or agrees to deliver Products, (ii) provides or agrees to provide Services, or (iii) executes or agrees to execute Works, to Brightpick, as specified in respective Purchase Order. 

“SERVICES” means the performance of activities, tasks, consultancy, or duties by the Seller that do not result in a physical, deliverable outcome, as specified and in accordance with the service standards, performance requirements, timelines, and other conditions agreed upon by the Parties in the Agreement or any accompanying Documentation for the Deliverable. Services exclude any activities that directly result in the creation or installation of physical deliverables or outcomes.

“SOFTWARE” means any software programs, applications, or code related to the use of the Products, which may be supplied either bundled with the Products or independently as a standalone item. This includes any updates, patches, or enhancements to such software. The Seller retains all proprietary rights, including but not limited to copyrights, patents, and trade secrets, associated with the Software. Unless otherwise agreed, Software is subject to the terms of the applicable Software License agreement.

“VAT” means Value Added Tax as defined in the applicable legislation.

“WORKS” means any physical deliverables, constructions, installations, or other tangible outcomes provided or to be provided by the Seller, including all associated materials and labor necessary to create such deliverable, as specified and in accordance with the technical drawings, designs, performance criteria, quality standards, timelines, and other requirements agreed upon by the Parties in the contract or any accompanying Documentation for the Deliverable. Works may include activities such as construction, manufacturing, or installation that result in a tangible end product.

2.2 All references in these Purchase Terms to the singular mean the plural and vice versa, all references to person include companies, partnerships and other organizations and all references to the masculine include the feminine and neuter and vice versa. These Purchase Terms are executed in the English language, and any and all communication between Brightpick and Seller are also made in English, unless explicitly consents to the use of a different language in a particular case.

3 CONSIDERATION

3.1 For the proper and timely delivery of the Deliverables, the Seller is entitled to the consideration agreed upon in the Agreement, and Brightpick undertakes to pay such consideration. Apart from the consideration under the Agreement, Brightpick is not obligated to provide the Seller with any further payments or benefits (“Consideration”).

4 PRICING

4.1 Price. The consideration, i.e. price stated in the written contract or provided by the Seller in a price quotation, order confirmation, or any other relevant document that forms part of the final Agreement between the Parties is final and includes all costs incurred by the Seller in connection with the delivery of Deliverables. This includes, but is not limited to, the price of the Deliverables, insurance, taxes, excises, fees, duties, or other government charges related to the Deliverables. If applicable, it also includes charges for packing, freight, unloading, storage and other related costs. At Brightpick’s request, the Seller will provide a detailed and complete price calculation (budget). 

4.2 VAT. If applicable, the price and its individual components are listed exclusive of VAT, and VAT will be added in accordance with the applicable VAT legislation.

4.3 Price Increase. Any price increase will become effective only upon written authorization by Brightpick, following the issuance of a modification order by Brightpick in accordance with these Purchase Terms. The Seller’s quotation must clearly specify the new price and any related details regarding the adjustment. No price increase will be applicable unless such a quotation has been formally submitted by the Seller and subsequently authorized by Brightpick through a modification order.

5 PAYMENTS

5.1 Invoice. An invoice (accounting and tax document) must be issued in compliance with all requirements set forth by the applicable accounting and tax legislation. The invoice must be accompanied by documents substantiating its issuance, such as a handover protocol, delivery note, or other relevant documentation. Additionally, the invoice must include the Purchase Order or Agreement number and be issued by the Seller and delivered to Brightpick no later than fifteen (15) days after the taxable delivery date. 

5.2 Payments. All payments are due within thirty (30) days following the date the invoice is delivered to Brightpick and are to be made in EUR (Euro) to the bank account indicated on the respective invoice.

5.3 Set-off. Brightpick is entitled to deduct, withhold, or set off from payments to the Seller any amounts due and payable to Brightpick, including those arising from contractual penalties or non-conformities with the Agreement. Brightpick is also entitled to set off against the price any sum owed to it by the Seller, whether under the Agreement, any other contract, or otherwise. The Seller is not entitled to assert any set-off, deduction, or withholding against Brightpick, and any attempt to do so will be deemed invalid unless expressly agreed to in writing by Brightpick.

5.4 Late Payments. In the event of any late payment, Brightpick is not obligated to bear interest unless agreed in writing by the Parties.

5.5 Invoicing Discrepancies. In the event of discrepancies between the amounts invoiced and the amounts under the Agreement, or in the case of a dispute over all or part of an invoice, Brightpick is entitled to reject the invoice. Payment of the invoice, or the disputed portion thereof, is suspended until the dispute is resolved.

5.6 Suspension Right. The Seller is not entitled to suspend the delivery of Deliverables due to an undisputed invoice that is less than ninety (90) days past due. The Seller may proceed with the suspension of Deliverables’ delivery only after this period has elapsed.

6 SELLER’S OBLIGATIONS

6.1 The Seller is obligated to fulfill its duties in a timely manner, in accordance with the Agreement and the interests of Brightpick, which the Seller should reasonably be aware of, given the circumstances. The Seller must act with due diligence and a high professional standard. The Deliverables must be provided fit for their intended purpose. Brightpick’s ability to fulfill its obligations depends on the Seller’s timely and proper fulfillment of all obligations under the Agreement. This includes providing any necessary documentation required for Brightpick to take possession of, use, or commercially exploit the Deliverables.

6.2 The Seller is responsible for delivering the Deliverables to Brightpick in compliance with all applicable laws, binding technical regulations, and the standards agreed upon in the Agreement. This includes adhering to legal regulations and technical standards applicable within the EU and Slovakia. Additionally, the Seller is responsible for providing all necessary documentation for the proper delivery of the Deliverables, including, but not limited to, customs declarations, import/export certificates, and any other relevant paperwork required for regulatory or logistical purposes.

6.3 The Seller must promptly notify Brightpick of any obstacle that prevents or is likely to prevent fulfillment of its obligations under the Agreement, detailing the nature and impact of the obstacle. This notification must be made without undue delay once the Seller becomes aware of or should reasonably have become aware of the obstacle.

6.4 Brightpick is entitled to request the submission of all information, documents, and materials it considers necessary to establish rightful ownership, and to ensure the proper use and commercial exploitation of the Deliverables.

6.5 Upon Brightpick’s request, the Seller is required to submit a list of its involved subcontractors for approval. Any amendments to the list after approval may only be made with Brightpick’s prior consent. If a non-disclosure agreement (“NDA”) has been signed between the Seller and Brightpick, and the NDA permits the Seller to share Brightpick’s confidential information with subcontractors actively involved in delivering the Deliverables, the Seller is also required to provide, along with the list of subcontractors, proof that confidentiality obligations, at least equivalent to the standards set by the NDA, have been established for those subcontractors.

6.6 The Seller is not acting as Brightpick’s agent, employee, or partner in the delivery of any Deliverable, and no provision of these Purchase Terms is to be interpreted as creating an agency, partnership, or employment relationship between the Parties.

6.7 In the event of a breach of any provision of this Section 6 by the Seller, the Seller will be liable to Brightpick for a contractual penalty of EUR 20,000 per breach and EUR 5,000 for each day that breach continues. This is in addition to any other rights provided by law or under the Agreement, including the right to seek specific performance, the right to request an injunction, or the right to claim damages.

7 PURCHASE ORDER

7.1 Purchase Order. Upon placing a Purchase Order by Brightpick and issuance of an order confirmation by which the Seller confirms and accepts it, the Agreement is entered into, and the Seller is not entitled to cancel or modify Brightpick’s Purchase Order. The Seller is required to deliver the Deliverable in accordance with the terms outlined in the confirmed Purchase Order. Brightpick will make its best efforts to accept and take timely delivery once the Deliverable is provided by the Seller in accordance with the confirmed Purchase Order.

7.2 Change order. If any change in law, rule, regulation, order, code, standard, or requirement impacts Brightpick’s obligations under the Agreement, Brightpick may request a change order for an equitable adjustment in the price, time, or other terms of delivery of the Deliverable.

8 DELIVERY OF DELIVERABLES

8.1 Fulfillment of Contractual Obligation. The Seller’s contractual obligation is deemed fulfilled once the Deliverable has been delivered on time and accepted by Brightpick. Acceptance by Brightpick is contingent upon the Deliverable meeting the agreed-upon specifications and any other conditions outlined in the Agreement.

8.2 Documentation for the Deliverable. The Seller is required to deliver the Deliverable along with all accompanying Documentation for the Deliverable, where applicable, in accordance with the terms of the Agreement. The Documentation for the Deliverable must meet the specified requirements and be sufficient to enable Brightpick to fully use, implement, or otherwise exploit the Deliverable.

8.3 Inspection and Acceptance. Each Deliverable is subject to final inspection and acceptance by Brightpick at the delivery location, irrespective of any prior payment. This inspection will occur within a reasonable time after the Deliverable is delivered. Brightpick will notify the Seller if any Deliverable is rejected. At the Seller’s election, and at the Seller’s risk and expense, such Deliverable will either be held by Brightpick or returned to the Seller. No replacement or correction of nonconforming Deliverables will be made by the Seller unless agreed to in writing by Brightpick.

8.4 Acceptance Confirmation and Defect Remediation. An acceptance confirmation must explicitly state whether the Deliverable has been accepted without defects, accepted with defects, or specify the reasons for Brightpick’s refusal to accept it. The Seller is responsible for correcting any specified defects within a reasonable time, taking into account the nature of the defect, and remedying the issue as agreed in writing by the Parties, unless Brightpick withdraws from or otherwise terminates the Agreement.

8.5 Transfer of title and risk. Where applicable, Brightpick acquires title to the Deliverable upon acceptance, unless otherwise agreed in writing. The risk of damage to the Deliverable passes to Brightpick at the moment of acceptance from the Seller. If the Parties do not specify the terms of Products’ delivery in writing beforehand, the Seller is responsible for delivering the Products to Brightpick at its own expense, under DPU Incoterms® 2020.

8.6 Place of delivery. If no specific place of delivery has been explicitly agreed upon, the Seller must contact Brightpick at logistics@brightpick.ai prior to the scheduled delivery of the Deliverable to request confirmation of the delivery location.

8.7 Partial delivery. Partial deliveries of the Deliverables are permitted only with Brightpick’s prior written consent.

9 WARRANTIES

9.1 Warranties. The Seller warrants to Brightpick that, at the time of delivery: (i) each Deliverable will be free from defects; (ii) each Deliverable will conform to Brightpick’s specifications attached to or expressly incorporated into the Agreement; (iii) each Deliverable will comply with all applicable laws and industry regulations; and (iv) Brightpick will have clear title to each Deliverable, i.e. to each Product or result of Work, free from liens and encumbrances (collectively “Warranties”). 

9.2 Warranty periods. The warranty for Services will be as specified in the Agreement. For Products and the end results of Works, unless otherwise specified in the Agreement, the warranty begins upon Brightpick’s acceptance of the Deliverable and continues for two (2) years from the date of acceptance.

9.3 Defects and remedies. If a defect, fault, or other non-compliance of the Deliverable (“Defect”) arises within the applicable warranty period, Brightpick is entitled, at the Seller’s cost, to: (i) have the Defect repaired or otherwise resolved; (ii) receive a replacement of the faulty Deliverable; (iii) be reimbursed for any costs and expenses incurred in connection with repairs performed directly by Brightpick or via a third party, with full payment by the Seller within thirty (30) days of the invoice date; or (iv) terminate the Agreement if, in Brightpick’s opinion, the Defect cannot be reasonably rectified or if the Seller fails to remedy the Defect within a reasonable timeframe (collectively “Remedies”). Unless otherwise agreed by the Parties, the Remedy must be provided to Brightpick as quickly as possible, and no later than thirty (30) days after Brightpick notifies the Seller of the Defect.

9.4 Brightpick will not be responsible for any costs or expenses incurred by the Seller in connection with Remedies provided to Brightpick under the Warranties during the respective warranty period.

9.5 Recurring Defects. In the case of recurring Defects, the Seller must, at its own expense and without undue delay, replace or repair all affected Deliverables provided to Brightpick. This obligation includes taking preventive measures to address any similar issues that may arise

9.6 The Remedies provided by the Seller under the Agreement do not limit or exclude Brightpick’s right to pursue additional claims for any losses or damages incurred, whether directly or indirectly, as a result of any Defect in the Deliverable.

10 COPYRIGHT LICENSE

10.1 The delivery of the Deliverables might involve the creation and/or delivery of works (including Software) protected by copyright or related rights under the provisions of Act No. 185/2015 Coll. on Copyright (“Protected Works”). The creation, use, distribution, and/or publication of Protected Works may require the Seller’s consent or the consent of the actual author of the Protected Works (if the actual author is not the Seller) pursuant to the Copyright Act.

10.2 Should the delivery of Deliverable result in creation of Protected Works, the Seller grants or will ensure that the actual author of Protected Works grants Brightpick the broadest possible consent (license) under Section 65 et seq. of the Copyright Act for the use of such created works (“License”). This consent includes, but is not limited to, the following: (i) any method of use, including all known methods of use as per Section 19(4) of the Copyright Act; (ii) use without limitations (both in terms of scope and territory), including an unlimited number of uses; (iii) by any means and on any media, including the internet, computer and mobile applications, print, radio, and television; (iv) for the entire duration of copyright protection under the Copyright Act, which at the time of signing this Agreement is 70 years after the author’s death.

10.3 As part of the License, the Seller grants or will ensure that the actual author of Protected Works grants Brightpick the broadest possible consent to any infringement of the author’s exclusive moral rights under the Copyright Act. Brightpick will appropriately credit the author on Protected Works. The Seller ensures that author’s consent for the purposes of this provision will be irrevocable.

10.4 As part of the License, the Seller grants or will ensure that the actual author of Protected Works grants Brightpick the broadest possible consent to any infringement of the Protected Works’ actual author’s exclusive economic rights under the Copyright Act, including the right to publish Protected Works, make any necessary modifications and adaptations to Protected Works, such as improvements, completions, and integration with other works, with none of these modifications or adaptations being considered unauthorized or unlawful and none constituting a breach of the respective author’s rights to such records.

10.5 The Seller grants or ensures that the actual author grants of Protected Works Brightpick explicit consent to transfer the License, including the right to grant sublicenses, either in full or in part, to any third parties without limitation. This consent extends to an unlimited number of transfers and sublicenses, which do not need to be in written form. The Seller waives or will ensure that the actual author of Protected Works waives any right to be informed about the transfer or the identity of the transferee.

10.6 The License is to be granted on an exclusive basis. This means that the Seller or the actual author of Protected Works may not, without prior written consent from Brightpick: (i) use such works or parts thereof that are subject to the License, or (ii) grant third parties permission to use such works or parts thereof that are subject to the License.

10.7 Brightpick is not obligated to use the License. The Seller or the actual author of Protected Works is not entitled to revoke, terminate, or withdraw from the License.

10.8 The License becomes effective and is considered granted upon payment of the compensation. The transfer of all rights to such works to Brightpick that arise directly by law is effective upon payment of the compensation.

10.9 The compensation for the License is included in the Consideration.

11 WITHDRAWAL FROM AGREEMENT

11.1 Brightpick may withdraw from the Agreement if any of the following conditions arise: (i) the representations made by the Seller are found to be untrue or misleading; (ii) the Seller is more than seven (7) days late in delivering the Deliverable; (iii) the Deliverable is not delivered within seven (7) days after Brightpick issues a written notice demanding delivery; (iv) the Deliverable has defects that are not remedied without undue delay; or (v) a bankruptcy petition is filed against the Seller, the Seller is adjudged bankrupt, the Seller undergoes restructuring, or the Seller enters into liquidation, unless prohibited by law.

11.2 Upon withdrawal from the Agreement, Brightpick may also withdraw from any interdependent contracts or performance without penalty.

12 FORCE MAJEURE

12.1 Liability in the event of Force Majeure. Neither Party will be liable for damages or contractual penalties resulting from a breach of the Agreement caused by the occurrence of a Force Majeure event.

12.2 Extension of deadlines. The deadline for fulfilling any contractual obligation of the Party will be extended by the duration of the Force Majeure event, and the affected Party will be relieved of liabilities related to the delay caused by the event.

12.3 Exceptions. The provisions of the previous clauses in this Section do not apply if the Seller was already delayed in fulfilling any of its contractual obligations before the Force Majeure event occurred. In this case, the Seller remains liable for the breach of its contractual obligations as if the Force Majeure event had not occurred.

12.4 Notification Obligation. The Party must notify the other Party without undue delay after becoming aware of the delay caused by the occurrence of a Force Majeure event.

13 INDEMNITY

13.1 The Seller agrees to indemnify, defend, and hold harmless Brightpick, its subsidiaries, affiliates, officers, directors, employees, agents, licensors, consultants, suppliers, and any third-party providers from and against all claims, demands, actions, liabilities, losses, expenses, damages, and costs, including actual attorneys’ fees, arising from, particularly but not limited to: (i) the Seller’s violation of any material term of the Agreement, including any granted warranty; (ii) any claim that the Deliverable, or its importation, resale, use, or other exploitation, infringes the intellectual property rights of any person, except where such claim arises solely from the Seller’s use of Brightpick’s intellectual property; or (iii) any act or omission of the Seller, its subcontractors, or personnel in delivering the Deliverable.

13.2 The Seller will cooperate fully, as reasonably required, in Brightpick’s defense of any claim. Brightpick reserves the right, at its own expense, to assume exclusive defense of any matter. The Seller will not settle any matter involving Brightpick without Brightpick’s written consent. The Seller agrees to promptly notify Brightpick of any unauthorized use or other breach related to the Agreement and/or the Deliverable.

14 CONFIDENTIALITY

14.1 Confidentiality Obligations. Throughout the duration of the Agreement and thereafter, each Party undertakes to regard as strictly confidential any and all information acquired from the disclosing party, as well as any information compiled or generated by the disclosing party in fulfillment of its obligations hereunder for the benefit of the receiving party. This confidential information encompasses, but is not limited to, proprietary business data, manufacturing methodologies, technical specifications, blueprints, flowcharts, program listings, software source code, and all other forms of intellectual property, strategic plans, and projections. Neither party is permitted to disclose or reference the work performed under the Agreement in any manner that could lead to the identification of the other party without first obtaining prior written consent. Notwithstanding the foregoing, Brightpick retains the right to share such confidential information with its affiliates and subcontractors without limitations, unless prohibited by law.

14.2 Exceptions to Confidentiality. The confidentiality obligations set forth in the Agreement do not apply to information that: (i) has become publicly available or known through no fault or wrongful act of the receiving party; (ii) has been disclosed to the receiving party by a third party who is lawfully entitled to make such disclosure, without any breach of confidentiality obligations; (iii) was previously known to the receiving party, without an obligation of confidentiality, as substantiated by written documentation originating before the Agreement; (iv) has been independently developed by the receiving party or its agents, as evidenced by contemporaneous records, without reference to or reliance on the disclosing party’s confidential information; or (v) must be disclosed pursuant to legal or regulatory requirements, provided such disclosure is not protected by an applicable protective order. In the event of mandatory disclosure under law, the receiving party will promptly notify the disclosing party to allow a reasonable opportunity to seek a protective order or other appropriate remedy, and will cooperate in pursuing such remedies to the fullest extent reasonably possible.

14.3 Brightpick’s Policy on Third-Party Confidential Information. Brightpick’s policy prohibits the unlawful or improper receipt or use of confidential information (including trade secrets), belonging to others. This policy prevents Brightpick from obtaining, directly or indirectly, any confidential information from employees, contractors, or other individuals providing services or works to Brightpick, if such information is owned by their prior employer, client, or any other person, and the respective individual is under an obligation not to disclose it. The Seller agrees to comply with this policy.

15 COMPLIANCE WITH LAWS

15.1 The Parties agree to comply with all applicable laws and regulations, including, but not limited to, those concerning the manufacture, waste disposal, purchase, resale, exportation, transfer, assignment, sanctions, and embargo limitations applicable to Brightpick or the use or exploitation of the Deliverable. Without limiting the generality of the foregoing, the Seller is responsible for ensuring that the Deliverables (including their packaging, where applicable) and any related delivery, provision, or performance fully conform to all applicable laws.

15.2 The Seller agrees to adhere to all applicable environmental laws and regulations and to anticipate and comply with any expected regulations and constraints for all Products and/or manufacturing sites.

15.3 The Seller acknowledges that Brightpick must comply with all applicable export/import laws and regulations related to the sale, export, import, transfer, assignment, disposal, and use of the Products, including any requirements for export/import licenses. The Seller agrees that, during the performance of their duties under the Agreement, the Products will not be used, exported, imported, sold, transferred, assigned, or otherwise disposed of in any manner that would result in non-compliance with these laws and regulations. Brightpick’s continued performance under the Agreement is contingent upon maintaining compliance with all such export/import laws and regulations.

15.4 Upon Brightpick’s request, the Seller agrees to provide Brightpick with: (a) written certification of the origins of the Products; (b) written certification of the Seller’s compliance with applicable laws; and (c) any additional cooperation or information regarding the delivery of Deliverables requested by Brightpick to assist Brightpick in meeting its obligations under applicable law in a timely manner.

16 NON-WAIVER

16.1 Any waiver by Brightpick of strict compliance with the Agreement must be in writing. Brightpick’s failure to require strict compliance does not waive its right to enforce strict compliance in the future.

17 ASSIGNMENT

17.1 The Seller may not assign all or part of the Agreement, or any rights or obligations under the Agreement, without the prior written consent of Brightpick. The Seller is not entitled to grant a security interest in its rights and claims under the Agreement or to assign any proceeds of the Agreement, without Brightpick’s prior written consent.

17.2 Brightpick may assign all or part of the Agreement, or any rights or obligations under the Agreement, without the prior written consent of the Seller. Brightpick may grant a security interest in the Agreement and/or assign proceeds of the Agreement without the Seller’s consent.

18 GOVERNING LAW AND DISPUTE RESOLUTION

18.1 The Agreement as well as all relationships resulting therefrom is governed by and construed in accordance with the laws of the Slovak Republic, without regard to its conflict of laws principles.

18.2 The Parties agree that all disputes arising out of or in connection with the Agreement will be resolved before the competent courts of the Slovak Republic.

19 SEVERABILITY

19.1 If any provision of these Purchase Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. The Parties will make their best efforts to amend the invalid, illegal, or unenforceable provision in writing to reflect the Parties’ original intent as closely as possible.

20 SURVIVAL

20.1 The Sections titled “Patent and Copyright Infringement,” “Indemnities,” “Warranties,” “Confidentiality,” “Delivery; Title; Risk of Loss,” “Compliance with Laws,” and “Applicable Law and Jurisdiction,” as well as clauses 6.7 and 11.2, will survive the termination of the Agreement, regardless of the manner of termination.

21 PERSONAL DATA PROTECTION

21.1 The Parties agree to protect privacy and personal data in compliance with all applicable laws regarding personal data protection, including but not limited to Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, as well as Act No. 18/2018 Coll. on Personal Data Protection, as amended. The Seller hereby consents to the collection, processing, and transfer (whether physically or electronically) of its personal data, and the personal data of individuals involved in the performance of this Agreement, by Brightpick, its affiliated entities, or authorized data processors acting on its behalf. This includes the transfer of such data to countries outside the European Economic Area, including those that may not offer an adequate level of data protection as defined under the GDPR. In such cases, Brightpick will ensure that appropriate safeguards are in place, such as the use of Standard Contractual Clauses or other lawful transfer mechanisms, to protect the transferred personal data in accordance with applicable data protection laws.

21.2 Brightpick is entitled to disclose the Seller’s personal data where required by applicable law. The Seller, and any third parties involved in the performance of this Agreement on the Seller’s behalf, have the right to request information about the processing of their personal data, and to request the correction or deletion of such data. Subject to applicable data protection laws, they also have the right to access their data, restrict its processing, obtain a copy of it in a structured, commonly used and machine-readable format (data portability), and, where applicable, object to its processing. Furthermore, they have the right to lodge a complaint with the competent supervisory authority if they believe their data protection rights have been violated..

21.3 Personal data related to the conclusion and performance of the Agreement will be retained by Brightpick for the duration of the Agreement and, following its termination, only for as long as necessary to finalize the termination of the cooperation, unless a longer retention period is required by applicable law or justified by another lawful basis.

21.4 If the Seller provides Brightpick with personal data of other data subjects in connection with the performance of this Agreement, the Seller represents and warrants that it has a valid legal basis—such as the data subject’s consent or another lawful ground—for disclosing such data to Brightpick for processing as an independent data controller, in accordance with Brightpick’s legitimate interests. The Seller further confirms that it has fulfilled its obligation to inform the data subjects about the disclosure and the intended processing of their personal data by Brightpick, as required under applicable data protection laws.