GOLLEN RUS, ooo

General Terms for GOLLEN RUS, ooo in the Russian Federation

Article I

1.1        These General Terms and Conditions (hereinafter referred to as „GTC” only) govern the relationship between the company OOO “GOLLEN RUS”, having its registered office at: Grabcevskoe shosse, 43, Kaluga, Russia, 248009, Basic State Registration Number: 1094029002495; Individual Taxpayer Number: 4029041494 (hereinafter referred to as the „Service provider” only) and the subject who orders its services (hereinafter referred to as the „Client” only), if the Service provider and the Client have not concluded particular contract on provision of services.

Article II
Definitions of terms

2.1        Service provider – a legal entity providing services under these GTC (OOO “GOLLEN RUS”).

2.2        Client – a legal entity ordering services from the Service provider under these GTC.

2.3        Procurer – a legal entity, to whom the components, which the provision of services under these GTC is related to, are intended.

2.4        Component – a part, goods, semi-finished product, material or any combination of them, to which services provided under these GTC are related to.

2.5        Service agreement – a document, by which the Client orders particular task and that is made out, delivered and signed in accordance with Article IV of these GTC.

2.6        Task – a set of services under these GTC related to components and provided on the basis of one particular Service agreement.

2.7        Operator – a member of Service provider’s staff charged with performance of works within the framework of the implementation of the relevant task, who shall follow the instructions of the Technician.

2.8        Technician – a responsible person of the Service provider for the relevant task specified in the Service agreement.

2.9        Quality Department Operative – a responsible member of the staff of the Client appointed for the relevant task in the Service agreement; this person can be, based on the decision of the Client, the member of the staff of the Procurer, whose action is directly binding for the Client in accordance with these GTC.

2.10        Service provider’s staff – employees or other cooperating persons of the Service provider or his subService providers, who ensure the provision of services under these GTC on behalf of the Service provider for the Client; these are mainly operators and technicians.

2.11        Work procedure – a key operating written document containing the detailed description of individual steps implemented on components that are subject matter of task implementation.

2.12        Efficiency report – a document confirming the type and scope of services provided, which is the background document for invoicing.

Article III
Services

3.1        The services being provided in accordance with these GTC are mainly:

a)        services in the field of quality assurance of the production and/or processes that includes mainly the inspection of components related to sorting activities, reworking and possible corrective actions and additional modifications,

b)        any other services related to quality assurance of components including the support of the production, shop work, logistic and assistance services (hereinafter referred to as the “services” only). The particular type and scope of services provided has to be specified in the Service agreement.

Article IV
Services ordering

4.1        The services according to these GTC are provided on the basis of particular Service agreements.

4.2        The Service agreement must be done in written form.

4.2.1        The Service agreement must include:

a)       identification of the component or components that will be subject matter of the provision of services within the task,

b)        accurate specification and description of ordered services,

c)        specification of the place of task performance (Item 6.1 of these GTC),

d)        specification of date of the commencement of task performance,

e)        appointment of particular Technician for the given task,

f)        specification of the remuneration for the ordered services,

g)        name, surname, function of the person who is signing the Service agreement on behalf of the Client.

4.3       The form of the Service agreement shall be prepared by the Service provider on the basis of the information and background documents supplied by the Client and the Service provider shall send the prepared form of the Service agreement to the Client. The Client shall fill in respective missing data and then send the signed binding Service agreement to the Service provider. The Service agreement must be accepted by the Service provider by signing the order by authorized representative of the Service provider. The accepted Service agreement becomes binding for both contracting parties as a contract at the moment of proper delivery of the accepted Service agreement signed by both contracting parties from the Service provider to the Client.

4.4        The Service agreement is considered to be duly delivered in the case of its delivery

a)        in the written form into the hands of the authorized representative of the Client, or

b)       by fax sent to number written in the Service agreement signed by the Client

c)       by e-mail sent to the person’s stated in the form of the Service agreement who signed it.

4.5        All changes and addition of the Service agreement must be done in written form with Supplemental agreements.

Article V
Performance of the task

5.1        Detailed description of the implementation method of each task must be stated in the work procedure prepared and signed by the responsible person of the Client

5.2        On the basis of work procedure, the Technician shall coordinate the implementation of the task by operators.

5.3        Any changes in the work procedure must be carried out in the form of written Supplemental agreement.

5.4        For the purpose of proper performance of the task, the Service provider undertakes to ensure:

a)        the Technician, who shall have the required capabilities, skills, technical and operating knowledge in order he could fulfill his tasks in the implementation of the task,

b)        the sufficient number of operators having capabilities, skills, efficiency and skills in the field of the production quality, who will provide services according to instructions of the Technician (hereinafter referred to as the “Service provider’s staff” only).

5.5        The Technician is a responsible person of the Service provider in matters related to the task, while he shall:

a)        coordinate and manage work of operators performing the task,

b)        prepares Efficiency reports and preliminary reports,

c)        conduct activities within the framework of quality assurance of provided services and complaint procedure in accordance with Article XIII of these GTC,

d)        being the contact person of the Service provider receiving any proposals, comments or requirements related to the task; he must be immediately informed about any organizational changes related to the implementation of the task or about any obstacles preventing their proper and timely implementation,

5.6        Unless the Client and the Service provider agree otherwise, the Service provider is responsible for equipment of the Service provider’s staff with basic working aids, tools and working materials (such as felt marking pens, stickers, identification labels, pens, paper, forms, tapes and other expendable supplies ), as well as working clothes and equipment for assurance of occupational safety and health at work in usual extent and consumption (hereinafter collectively “basic working equipment” only).

5.7        The Service provider and the Client can agree that the Service provider shall provide additional working aids or tools such as work tables, lighting, binding tools etc. (hereinafter referred to as “above standard equipment” only) for his staff; otherwise these aids shall be provided by the Client. The relevant agreement with accurate specification of above standard aids that should be delivered must be stated in the Service agreement.

Article VI
Place of services provision

6.1        The services according to these GTC can be provided in premises of the Client or in premises of the Procurer. The accurate place of the provision of services needs to be specified in the Service agreement.

6.2        The Client is obligated to ensure access to the place, where services will be provided, for Service provider’s staff charged with the implementation of the given task, and to provide them any means for this purpose (identification cards, appending labels etc.).

6.3        The Client is obligated to ensure suitable premises for the provision of services, as well as for activities related to the provision of services (for example supply and disposal of the material) and adequate equipment of these premises allowing effective provision of services.

6.4        The Client is responsible for the fact that the place, where services are provided, meets all requirements determined by the relevant legal regulations regulating occupational safety and health at work and fire protection.

Article VII
Time of task implementation

7.1        The Service provider undertakes to ensure the commencement of implementation of the task at the time specified in the Service agreement.

7.2        The number of hours for providing services shall be continuously registered into the Efficiency report that is prepared by the Technician and signed by person of the Client (Item 9.3 of these GTC).

7.3        The time for provision of services that will be recorded into the Efficiency report shall also include the time necessary for:

a)        logistic transport of the material,

b)        packaging work,

c)        downtimes that are not caused by the Service provider’s staff,

d)        time periods corresponding to the length of breaks established by law,

e)        organizational assurance of the task,

f)        preparation of preliminary reports (Item 9.4 of these GTC) and final documentation of the task.

Article VIII
Client’s support

8.1        The Client is obligated in relation to the implementation of task to provide all necessary cooperation to the Service provider based mainly on:

a)        provision of all professional technical information that is necessary for the proper provision of services,

b)        supply of components that should be the subject matter of provision of services, or to allow access to them,

c)        provision of access to the place, where services will be provided,

d)        provision of the working environment that is in accordance with the relevant legal regulations related to occupational safety and health at work,

e)        provision of necessary additional instructions and specifications of requirements related to the subject matter of the task,

f)        provision of work equipment, tools and other equipment that is not provided by the Service provider,

g)        provision of cooperation arising from the provisions of these GTC (for example Items 5.1, 6.3, 7.2),

h)        provision of additional necessary, mainly required, cooperation.

8.2        In the case if the Client fails to provide necessary cooperation to the Service provider pursuant to previous item, the Service provider has the right to interrupt the provision of services.

8.3       In the case if the failure of providing of necessary cooperation by the Client results in interruption of the provision of services, the Service provider is not in delay with fulfillment of his obligations for the period of delay in the provision of cooperation under Item 8.2 of these GTC, and is not liable for any damage originating in relation to such interruption; in this case, the time of interruption of the provision of services is considered downtimes that were not caused by the Service provider’s staff under Item 7.3 letter c) of these GTC, for which the Service provider is entitled for remuneration in the full amount, as if no downtime occurred.

8.4        If the Client fails to state the financial department officer, who is responsible in invoicing matters, in the order, he is obligated to notify him to the Service provider in a provable way within 10 days from the date when the Service agreement was signed.

Article IX
Efficiency and preliminary reports

9.1        The Technician shall prepare the Efficiency report on provided services.

9.1.1        The Efficiency report must include:

a)        the number of hours spent by providing services by all Service provider’s staff or

b)        the sum for the provided services.

c)        the number of staff of the Service provider who provided the services,

9.2        The Efficiency report shall be prepared:

a)       after implementation of the task; or

b)        after the end of the calendar month; or

c)        after the end of the calendar week, if remuneration for services provided in the given calendar week exceeds EUR 2,000.00

9.3        The Efficiency report confirmed by person of the is the background document for invoicing. The person of Client who is validating the Efficiency report shall write his name and surname and also his working position or functional position next to his signature.

9.4        The Service provider can also prepare partial worksheets based on the requirement of the Client that shall include the data required by the Client, in the form and/or intervals selected by him; however, he has the duty to prepare such partial worksheets only if this fact is established in the order (Item 4.2.2 letter g) of these GTC). Partial worksheets are not the background document for invoicing, and serve for the needs of the Client only.

Article X
Authorized persons

10.1        The persons of the Service provider authorized for signing the Service agreement are as follows:

a)        single executive body of the Service provider (director, managing director, etc.),

b)        representative of the Service provider (director of the Service provider’s branch, Technicians, etc.)

10.2        In the case if the Client does not appoint in the Service agreement the particular Quality Department Operative for matters reserved by these GTC for the Quality Department Operative, each member of the Client’s staff (mainly the employee or cooperating person) whose function corresponds to the mentioned position has the right to act on behalf of the Client, and the Service provider is not obligated to examine, whether this member of the staff exceeds his/her authority; the action of such member of the staff binds the Client in full extent except the case if it has been demonstrated that the Service provider knew about the exceeding of such authority, and fails to inform the Client about this fact without any unreasonable delay. The Client has the right to notify, in a provable way, missing contact data on the respective Quality Department Operative, as well as change of these data, any time to the Service provider; the notification has to state clearly who has signed it on behalf of Client.

Article XI
Remuneration for provided services

11.1        The Client undertakes to pay remuneration for the services provided by the Service provider in the amount agreed in the Service agreement.

11.2        The relevant legal VAT rate will be added to remuneration. Remuneration will be invoiced, in accordance with the provisions of this Article, according to the actual number of hours of providing services stated in the confirmed Efficiency report.

11.3        The remuneration for provided services specified in the Service agreement is final, and will be charged to the Client without any extra pays for the provision of services (i.e. without extra pays for night shifts, work during weekend, work during public holidays and other days off); however, in addition to remuneration for provided services, the Client shall reimburse to the Service provider possible extra expenses agreed in the order.

Article XII
Payment conditions and sanctions

12.1        Remuneration for provided services is due on the basis of the invoice issued by the Service provider:

a)        after completion of the task; or

b)        after the end of the given calendar month for services provided in the given month; or

c)        after the end of the calendar week, if remuneration for services provided in the given calendar week exceeds EUR 2,000.00.

12.2        The invoice must meet all requirements of the tax document, must be issued in accordance with the provisions of these GTC, and must be duly delivered to the Client.

12.3        The copy of the relevant confirmed Efficiency report demonstrating legitimacy of invoicing must be enclosed to the invoice.

12.4        In the case of any delay of the Client with settlement of the invoice, the Client must pay to the Service provider a contractual fine in the amount of 0.05 % of the invoiced sum for each day of delay.

Article XIII
Guarantee of quality and liability for defects

13.1       The Service provider is a holder of certificates of the Integrated Management System ISO 9001:2008, ISO 14001:2004 and BS OHSAS 18001:2007 that are guarantee of the quality of provided services. The Service provider undertakes to provide services with professional care and in the quality guaranteed in accordance with the aforementioned certificates.

13.2        In order to assure the required quality of services, the Service provider undertakes to perform their continuous monitoring and in the case if he sees any obstacles at the side of the Client preventing the achieving of the required quality of provided services, he shall immediately inform about this fact the Quality Department Operative through the Technician.; in the case if the Technician provides this information orally, he shall also repeat it in the form of e-mail or fax to the Quality Department Operative, if his contact data are stated in the order, or if they were notified to the Service provider by the Client in accordance with Item 10.2 of these GTC. The Quality Department Operative has the right to inspect the observance of the quality of provided services, who in the case of any doubts about the quality of provided services shall immediately inform the Technician about this fact. After consulting the originated doubts about the quality of provided services with the Quality Department Operative, the Technician shall order the repeated inspection of components associated with the rectification of possible ascertained defects; he shall prepare the written record of this fact that shall be signed by the Technician and by the Quality Department Operative. If defective provision of services is demonstrated by the repeated inspection, the Service provider will not be entitled for remuneration for the time, when the repeated inspection was carried out. If the repeated inspection does not demonstrate defective provision of services, the time of repeated inspection recorded in the Efficiency report shall be considered as the time of service provision, for which the Service provider deserves remuneration in accordance with the provisions of these GTC.

13.3        In the case if it is found after the provision of services, however at the latest during the first installation of components into the respective equipment, whose the first direct part is the component (for example larger component, system component, module, integrated module, vehicle etc.) that services were not provided in the guaranteed quality, the Client shall notify in writing the ascertained defects of provided services to the Service provider (hereinafter referred to as the “Complaint” only) without any unreasonable delay, however at the latest within 5 days from the date, on which the Client learnt about the given defect; otherwise after expiration of the aforementioned period of time, the Client loses the right to file any claims arising from liability for defects of provided services.

13.4        The settlement of the complaint must be started without any unreasonable delay after its filing, at the latest within 10 working days, and shall be settled within the shortest possible time. The Client has the right for adequate discount from the price invoiced for the task; the aforementioned is valid only in the case if the Service provider fails to notify the Client that he will rectify the ascertained defects free of charge on the basis of the filed complaint within 10 working days from receiving it.

13.5       In the case of preparing a written record of the method of complaint settlement, this must be signed by the Quality Department Operative and by the Technician. The Client has the right to enter his opinions into the written record.

13.6       The contracting parties can agree a different method of complaint settlement in the written record.

Article XIV
Ownership of components, liability for damage and its compensation

14.1        The Service provider will not become the owner of components taking over for the purpose of the implementation off task.

14.2        The Service provider is liable for action of the Service provider’s staff resulting in damage, loss or destruction of components taken over from the Client for the purpose of implementation of task if such an action took place during the implementation of task; however, he is not liable for such action, if damage, loss or destruction would occur regardless such action or in the case of the action, by which the member of Service provider’s staff prevented directly threatening danger, which was not caused by him, or if he caused damage in inevitable defense against threatening or lasting attack.

14.3       In the case of occurrence of damage, for which the Service provider is liable in accordance with Item 14.2       of these GTC, such a damage shall be compensated by reinstatement.

Article XV
Message delivery

15.1        To any notice, applications, requirements, requests for approvals or any other communication submitted by one contracting party to the other contracting party in the e-mail, fax or written form, the other contracting party shall response in identical or similar form, i.e. the response must be either in the e-mail, fax or written form allowing unambiguously understand the content of the answer. In the case of the failure to observe the prescribed form of answer, the burden of proof on the content and delivery of the answer shall be placed on its sender.

15.2        The content of fax is considered to be delivered, if the sender has available output from fax confirming its error-free delivery. In the case if any technical problem would occur during delivery of fax resulting in impossibility to read its content, the receiving contracting party shall inform the sending contracting party about this fact immediately in the suitable form, and to ask for repeated delivery of fax, or for delivery in a different form. Fax messages are received by the Service provider on working days from 9:00 a.m. to 5:30 p.m. (hereinafter referred to as “operating time” only); fax delivered to the Service provider out of the aforementioned hours is considered to be delivered at the beginning of the next operating time (i.e. at 8:30 a.m. of the forthcoming working day).

15.3        The content of e-mail is considered to be delivered in the case of manual acknowledgement of its receipt or confirmation of its reading, including e-mail answer containing the original text of e-mail; automatic answer or automatic acknowledgement of e-mail delivery sent by mail server of the addressee or automatically by his computer is not considered to be so.

15.4       For delivery of written documents between the contracting parties it is valid that the written document is considered to be delivered:

a)        on the day of its real delivery to the other contracting party – addressee,

b)        on the day when the term for taking the mail at the post office expires in vain even in the case if the addressee did not learn about deposition of mail,

c)        on the day of unsuccessful attempt for delivery, if the delivery was prevented by intentional action of the addressee, mainly by refusal to receive the mail.

Article XVI
Common and final provisions

16.1        Contractual relationships of the contracting parties that are neither regulated by these GTC, nor by the Service agreement, shall be governed by the relevant provisions of the generally binding legal regulations valid in Russian Federation. In the case if these GTC and/ or the Service agreement regulate some relationships between the contracting parties in a different way than the law, the GTC and contractual regulation shall prevail, provided that this is the contradiction with the provisions of the law, from which it is possible to deviate.

16.2        These GTC become valid and effective on the date mentioned in the headline.

16.3        The Service provider is entitled to unilaterally change these GTC anytime. However, for the contractual relationship between the Client and the Service provider established by particular Service agreement the GTC in wording valid at the time of proper delivery of confirmed Service agreement to the Service provider are always decisive.


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