HOLLEN s.r.o.

General Terms and Conditions Applicable to HOLLEN s.r.o. in the Slovak Republic

from 1. 10. 2015 

Article I
Introductory Provisions

1.1          The present General Terms and Conditions ("GTC") govern the relationship between HOLLEN s.r.o., with its Registered Office at Kosatcová 24/A, 841 07 Bratislava, Corporate ID (IČO): 35 804 505, VAT ID: SK2020281813, registered in the Commercial Register maintained by Bratislava I District Court, Section: Sro, Registration File No.: 23309/B (the "Service Provider") and the entity ordering any of the services defined in Article III of these GTC (the "Client"), except where the Service Provider and Client concluded a separate agreement for services under which the applicability of these GTC is excluded.

Article II
Definitions of Terms

2.1         Service Provider – legal entity providing services according to these GTC (i.e. HOLLEN s.r.o.).

2.2         Client – legal person ordering services from the Service Provider according to these GTC.

2.3         Final Customer – legal entity for whom components being the subject matter of services provided according to these GTC are designated; Final Customer and Client may, but do not have to be the same person.

2.4         Component – component, goods, semi-product, material or any combination thereof that is the subject matter of the services provided according to these GTC.

2.5         Order – document through which the Client orders the execution of a particular task and which is prepared, delivered and signed in conformance with Article IV of these GTC. Acceptance of an Order by the Service Provider in conformance with Article IV of these GTC shall constitute a contractual relationship between the Service Provider and the Client.

2.6         Task – a service, or a set of services according to these GTC relating to a Component and being provided under a particular Order.

2.7         Quality Department Operative – Client's responsible person appointed for the relevant Task in the Order; Final Customer's representative may also act in such a capacity if so decided by the Client and such person's actions are directly binding for the Client under these GTC.

2.8         Service Provider's Staff – employees or other cooperating persons (individuals – operators of trades; legal persons) of the Service Provider or its subcontractors providing the services to the Client under these GTC on behalf of the Service Provider such as, without limitation, operators, technicians, residents, coordinators.

2.8.1              Technician – Service Provider's responsible person assigned to a relevant Task in the Order.

2.9         Work Procedure – written key operating document containing a detailed description of individual steps performed on Components that are the subject matter of the execution of a Task.

2.10     Worksheet – document confirming the type and scope of the provided Services and serving as the underlying document for invoicing purposes.

2.11     8D – customary procedure used in the automotive industry as a standard method for the improvement of the quality of production and for addressing assorted issues, including complaints.

Article III
Services

3.1         Services provided according to these GTC include, without limitation:

a)     services in the area of assurance of the quality of production and/or processes including, in particular, inspection of Components associated with sorting activities and corrective actions and additional modifications, if any;

b)    any other services associated with assurance of the quality of Components including, without limitation, production support, shop works, logistics and assistance services (hereafter being referred to as the "Services").

3.2         Particular type and scope of the provided Services are described in the contract/Order.

Article IV
Placing Orders for Services

4.1         Services under these GTC are provided under individual contracts or specific, mutually confirmed Orders; in the case of specific Orders, a contractual relationship between the Service Provider and Client is established upon the acceptance by the Service Provider of an Order made out according to these GTC by the Client. These GTC are an integral part of any contractual relationship established according to the preceding sentence.

4.2         Orders must be placed in writing either in printed (hard copy or fax printout) or electronic forms and must be delivered:

a)     electronically (in particular by e-mail having as its attachment a scanned copy of the Order in  paper form, or an electronic file signed with electronic signature allowing for clear and unambiguous identification of the person acting on behalf of the Client);

b)    by fax or by hand.

4.2.1              The following particulars must be specified in Orders:

a)      identification of the Component(s) that are to be the subject of the Services provided in execution of a particular Task,

b)      definition and description of the ordered Services, including definitions of individual quantifiable units relating to the ordered Services (such as quantity, time) as far as possible for the particular Service,

c)      identification of the place of execution of the Task (Article 6.1 of these GTC),

d)     specification of the date of commencement of execution of a particular Task,

e)      assignment of a specific Technician to a particular Task,

f)       specification of the price of the ordered Services;

g)      name, surname, title/position of the person signing the Order for the Client;

h)      declaration of the Contracting Parties that these GTC are an integral part of the contractual relationship to be established under an accepted Order.

4.2.2              Orders may also contain the following information:

a)      estimated date of termination of the provision of Services;

b)      appointment of the Client's person authorized to sign the Worksheet,

c)      appointment of the Quality Department Operator,

d)     appointment of the Client's Financial Department Officer responsible for invoicing-related matters (person competent to secure the settlement of invoices),

e)      request that the Service Provider provides specific equipment (Article 5.7 of these GTC);

f)       requirement for the form and frequency of furnishing partial Worksheets (Article 9.4 of these GTC);

g)      Work Procedure (Article 5.1 of these GTC),

h)      definition of special costs the Client will pay to the Service Provider (Article 11.4 of these GTC);

i)        Order Number;

j)        requirement to be provided with a hard copy of the invoice (Article 12.3.2 of these GTC),

k)      appointment of the person to whom the electronic invoice is to be delivered (Article 12.3.1 of these GTC),

l)        other requests, conditions and arrangements, if any.

4.2.3              Order (or its attachment) may also include the appointment of more than one Quality Department Operators and the assignment of individual powers/authorization resulting from these GTC to each of them (e.g. right to sign the Work Procedure or any amendments thereto, right to handle complaints, etc.).

4.3         Orders will be preferentially placed on order forms created by the Service Provider for that purpose. The Service Provider will fill in the order form according to the information and supporting documentation furnished by the Client and will subsequently send it to the Client. The Client, after filling in any missing details, will mail the signed binding Order to the Service Provider. For a contractual relationship to be established, the Service Provider must subsequently accept the Order through its signature by the Service Provider's authorized person (Article 10.1 of these GTC). Accepted Orders (just like contracts) will become binding on both Contracting Parties upon due delivery of the accepted (i.e. duly signed by both Contracting Parties) Order by the Service Provider to the Client pursuant to Article 4.6 of these GTC.

4.4         Subject to its own discretion, the Service Provider may also accept Orders placed otherwise than according to Article 4.3 of these GTC (in particular orders placed on Client's own order forms), provided that such Orders will contain at least the mandatory required elements according to Article 4.2.1 of these GTC.

4.4.1              If, in any Order pursuant to Article 4.4 of these GTC, only the statement pursuant to Article 4.2.1 letter h) of these GTC is missing, the Service Provider is still authorized to accept that Order, provided that the contractual relationship established pursuant to Article 4.4 of these GTC will become valid and effective only upon delivery of additional declaration pursuant to Article 4.2.1 letter h) of these GTC which must be in the written form (Article 4.2 of these GTC shall apply accordingly); the Contracting Parties must make such declaration prior to commencement of the execution of the Task, otherwise no contract will be established.

4.5         The Client's Order will be deemed properly delivered, if delivered to the Service Provider:

a)     in documentary form in the hands of the Service Provider's authorized person (Article 10.1 of these GTC), or

b)    by fax sent to the fax number specified in the order form sent by the Service Provider to the Client as described in the second sentence of Article 4.3 of these GTC, or

c)     by e-mail sent to the e-mail address of the Technician specified in the order form the Service Provider sent to the Client pursuant to the second sentence of Article 4.3 of these GTC or by e-mail sent to the same Service Provider's address from which the order form pursuant to Article 4.3 of these GTC has been sent,

d)     in the case of an Order placed pursuant to Article 4.4 of these GTC, by fax or e-mail sent to the address of the Service Provider's authorized person pursuant to Article 10.1 of these GTC.

4.6         The Accepted Order is deemed duly and properly delivered if duly and properly delivered:

a)     in documentary form, in the hands of the Client's contact person, or

b)    by fax to the number specified in an Order signed by the Client, or

c)     by e-mail sent to the e-mail address of the Client's person having signed the Order as specified in the Order, or

d)    in the case of an Order placed pursuant to Article 4.4 of these GTC, by fax or e-mail sent to the fax number/e-mail address from which the Order has been dispatched from the Client's side.

4.7         The Service Provider has no obligation to accept any binding order placed by the Client. Any binding Order not accepted and delivered to the Client within 48 hours of its delivery to the Service Provider ceases to be valid.

4.8         If, after the conclusion of a contract/contractual relationship pursuant to this Article, the Client places another Order for identical Services, this shall be deemed a legally non-binding order made solely for the Client's internal needs (e.g. SAP ERP) even if the Service Provider confirms such an Order; i.e. such additional Order will not amend or supersede the original contractual relationship and shall be deemed exclusively an internal document of the Client; this shall not apply in the case of explicit cancellation or explicit modification of the original Order, provided that such cancellation or modification is unambiguously, incontestably and directly stated in the later Order with a reference to the original provisions that are being cancelled/modified, or to the entire original Order identified by a concrete date (meaning that only a general statement to the effect that the new Order supersedes all prior agreements, or any other similar provision will not be deemed sufficient).

4.9         Any reference in the subsequent Articles to an Order shall be deemed reference to an accepted Order pursuant to this Article establishing a contractual relationship between the Service Provider and Client.

Article V
Execution of Task

5.1         A detailed description of the execution of each Task must be included in the Work Procedure prepared and signed jointly by a Technician and a Quality Department Operator, unless the Work Procedure has been annexed to the Order.

5.2         The Service Provider's responsible employee coordinates the execution of a Task according to the Work Procedure.

5.3         Changes in the Work Procedure, if any, must be made in the form of written amendments signed by the Technician and the Quality Department Operator. The amendment must contain a description of the change and information about the precise time of its approval and/or the time when it is to become effective.

5.4         To ensure due and proper execution of a Task, the Service Provider undertakes to secure a sufficient number of its employees (possessing the abilities, knowledge, efficiency and skills required for the given Task) who will execute the Task.

5.5         The Technician is the Service Provider's responsible person for matters relating to the Task and shall, without limitation:

a)     coordinate and manage the work of other Service Provider's staff involved in the execution of the Task,

b)    participate in preparation of the Work Procedure pursuant to these GTC and sign the same on the Service Provider's behalf (including any amendments thereto), unless set out otherwise in these GTC,

c)     prepare Worksheets and partial Worksheets,

d)    engage in activities comprising quality assurance for the provided Services, and in the complaint handling procedure pursuant to Article XIII of these GTC,

e)     act as the Service Provider's point of contact for receipt of any suggestions, comments or requests relating to the Task; the Technician must receive information about any organizational changes relating to the execution of the Task , or obstacles preventing due and proper execution of any Task without delay,

f)     contact the Quality Department Operator as and when needed, in particular for requesting any required collaboration.

5.6         Unless agreed otherwise between the Client and the Service Provider, the Service Provider shall secure basic equipment and accessories, tools and working material required for the execution of the Task (e.g. marking pens, stickers, identification labels, pens, sheets of paper, forms, tapes and other materials as may be required), as well as any equipment required to secure safety and protection of health at the workplace, all of the preceding in the customary scope and quantity (hereinafter jointly "Basic Work Aids").

5.7         The Service Provider and Client may agree that the former shall also secure other work equipment or tools for its staff, such as desks, lighting fixtures, binding devices etc. (the "Above Standard Aids"), otherwise they are to be secured by the Client. The corresponding agreement with detailed description/listing of the Above Standard Aids to be secured must be specified in the Order.

 

Article VI
Place of Performance of Services

6.1         Services according to these GTC are performed mainly in the Client's premises, or in the Final Customer's premises or on the Service Provider's premises. The exact place of performance of Services and the costs associated with such place, if any, must be specified in the Order.

6.2         The Client is obliged to provide the Service Provider's employees involved in the performance of any particular Task with access to the place of performance of the Services, if located in the Client's or Final Customer's premises and to provide them with the required means (identification cards, name tags, etc.).

6.3         The Client is obliged to secure appropriate premises for the performance of the Services and activities related to the performance of the Services (such as supply and removal of materials) and to equip such premises with appropriate equipment/devices allowing an efficient performance of the Services.

6.4         It will be the Client's responsibility to ensure that the place of performance of the Services meets all the requirements set out in applicable legal regulations, in particular those dealing with occupational safety and health and fire protection.

Article VII
Time of Execution of Task

7.1         The Service Provider undertakes to secure that the execution of any Task will commence at the time agreed upon in the Order, otherwise in the customary time, considering the location and accessibility of the place of execution of the Task.

7.1.1              Compliance of the Service Provider with the time of commencement of execution of the Task is conditional upon receiving the required collaboration to be provided by the Client/Final Customer pursuant to Article VIII of these GTC.

7.2         The Duration of the performance of Services in hours will be continuously recorded in the Worksheet prepared by the Technician and confirmed by the Client's appointed person (Article 9.3 of these GTC).

7.3         The Duration of the performance of Services is to be recorded in the Worksheet which will also include the time required for:

a)     transfers of materials through logistics operations,

b)    packaging,

c)     idle times not caused by Service Provider's staff,

d)    periods of time corresponding to duration of statutory breaks,

e)     time required for organizational arrangements in support of Tasks,

f)     preparation of partial Worksheets (Article 9.4 of these GTC), reports and final documentation for any Task.

Article VIII
Client's Collaboration

8.1         The Client is required to provide all the collaboration required for the execution of any Task to the Service Provider without limitation, such as:

a)     to provide all specialized technical information that may be required for due and proper performance of Services;

b)    to provide the Components that are to be the subject of the Services and/or to provide access to such Components;

c)     to provide access to the place of performance of Services;

d)    to secure work ambience that is in conformance with the applicable legal regulations dealing with occupational safety and health;

e)     to give any required additional instructions and clarifications of requirements relating to any particular Task;

f)     to secure work aids, tools and other equipment not provided by the Service Provider;

g)    to provide collaboration required under the provisions of these GTC (e.g. Articles 5.1, 6.3, 7.2);

h)    to provide any additional collaboration, in particular as and when requested.

8.2         If the Client fails to provide the required collaboration pursuant to the preceding section, the Service Provider will be entitled to discontinue the performance of Services.

8.3         If the provision of Services is discontinued due to failure of the Client to provide the required collaboration, the Service Provider will not be deemed defaulting with the provision of Services while collaboration pursuant to Article 8.2 of these GTC is not being provided, and will not be liable for any damage occurring in causal relationship with such discontinuation; in such a case, the duration of discontinuation of the performance of services is deemed idle time not caused by the Service Provider's employees pursuant to Article 7.3 letter c) of these GTC.

8.4         If the Client does not specify any Financial Department Officer responsible for invoicing-related matters in the Order, the Client will have the obligation to notify such staff member to the Service Provider in a provable manner within 10 days after signing of the Order.

8.5         The provisions of this Article shall also apply accordingly to the Final Customer, if any Task is executed either on the Final Customer's premises or with the involvement of Components in the possession of the Final Customer; in such cases, the Client will be required to secure the Final Customer's collaboration in the required extent (in particular according to the provisions of this Article) and will be liable for any non-collaboration by the Final Customer as if the collaboration had been refused by the Client itself.

Article IX
Worksheet and Partial Worksheets

9.1         The Technician will prepare a Worksheet concerning the provided Services.

9.1.1              The following must be recorded in the Worksheet:

a)      number of hours of performance of Services by all Service Provider's staff, or

b)      number of other measurable units quantifying the provision of Services, as long as these were defined in the Order (Article 4.2.1 letter b) of these GTC), or

c)      remuneration for the provided Services.

9.1.2              The Worksheet may include also:

a)      a list and quantities of Components that were the subject of Services and/or type of the provided Services,

b)      information about the number of identified faulty Components, and the number of repaired Components,

c)      number of Service Provider's staff involved in the performance of Services,

d)     other facts/information as may be agreed upon between the Technician and the Quality Department Operator.

9.2         The Worksheet will be prepared after the execution of a Task or upon termination of a calendar month (if the execution of a Task extends beyond 60 days).

9.2.1              Subject to agreement between the Client and Service Provider, Worksheets may also be prepared at other mutually agreed times.

9.3         Worksheets confirmed by the Client's person named in the Order (Article 4.2.2 letter b) of these GTC) shall serve as the underlying document for invoicing purposes; if the Client named no such person in the Order, the person referred to in Article 10.3 of these GTC shall confirm the Worksheet by signature. The Client's person confirming the Worksheet shall also state his/her name, surname and position and/or title opposite to his/her signature. The Client's person that is supposed to confirm a Worksheet prepared by the Service Provider according to the Client's internal distribution of powers shall either confirm, or comment on the Worksheet within five (5) days after the date of receipt of the Worksheet by the Client and shall do so either by means of electronic message, letter or fax. If the Client provides no comment(s) on the Worksheet, the Worksheet is deemed approved also if it has not been approved at all in the above time limit (i.e. fiction of approval will apply). Worksheets will also be deemed approved if the Service Provider duly incorporates all the Client's comments, such approval taking effect upon dispatching the revised new Worksheet.

9.4         Upon the Client's request, the Service Provider may also prepare partial Worksheets containing data as requested by the Client and will be prepared in a form and/or at times as requested by the Client; nonetheless, the Service Provider will have the obligation to prepare partial Worksheets only if this is requested in the Order (Article 4.2.2 letter f) of these GTC). Partial Worksheets shall not serve as underlying documents for invoicing purposes and serve only for the Client's needs.

Article X
Authorized Persons

10.1     The Service Provider's persons authorized to sign Orders are:

a)     Service Provider's Statutory Representative(s),

b)    Service Provider's Chief Clerk, if appointed;

c)     Head of the Service Provider's branch,

d)    Technicians,

each of the above persons individually.

10.2     If the Client does not appoint any particular Quality Department Operator in an Order, any Client's person (in particular employee and/or cooperating person) or possibly any Final Customer’s person or any operator/person of the Client’s other third person, provided that such a third person participates in the Task actively (e. g. cooperation) or passively (e. g. review, receipt of the outcome of the Task), is authorized to act on behalf of the Client in matters reserved by these GTC to a Quality Department Operator. Any such person/operator must discharge a position/office corresponding to the position of an operator responsible for quality or higher.  In such a case the Service Provider will have no obligation to investigate whether such person is not acting beyond his/her powers; acts of such person will be fully binding for the Client, unless it will be proved that the Service Provider was incontestably aware of such acting beyond powers and failed to notify such fact to the Client without undue delay after having become aware thereof.

10.2.1          The Client has the right to notify to the Service Provider, at any time and in a provable manner, the missing contact information pertaining to the Quality Department Operator and any changes in such information; The identity of the person making the notification on behalf of the Client must be clearly stated in the notification.

10.3     The provisions of Article 10.2 of these GTC shall also apply accordingly to the Client's person authorized to sign Worksheets (Article 4.2.2 letter b) of these GTC) if not named in the Order.

Article XI
Compensation for Provided Services

11.1     For the provided Services, the Client undertakes to pay the Service Provider a compensation at an amount as agreed upon in the Order and resulting from these GTC.

11.2     VAT at the statutory rate will be added to the compensation. Compensation will be invoiced according to the actual number of hours and/or other quantifiable units (Article 4.2.1 letter b) of these GTC) at which the Services were provided and as specified in a confirmed Worksheet in conformance with the provisions of this Article.

11.3     Surcharges to the basic hourly remuneration as agreed in an Order for Services performed:

a)     at night-time (22.00 – 06.00 hours)                                                        25%,

b)    on Saturdays                                                                                              50%,

c)     on Sundays and other non-working days (e.g. public holidays)       100%.

The Service Provider is entitled to surcharges according to this Section also in the absence of specific agreement to that effect in an Order. If the surcharges are agreed in an Order in a different amount or are excluded, the provisions of the Order shall apply.

11.4     In addition to the compensation for performed Services, the Client will be required to compensate the Service Provider for specific costs, if any, as agreed in an Order.

Article XII
Terms of Payment and Sanctions

12.1     Compensation for the provided Services will be payable under invoices the Service Provider will make out according to Orders and/or Worksheets:

a)     upon the execution of a Task, or

b)    after the end of any given month for Services provided in that month, or

c)     after the end of a calendar week if the amount of compensation for Services performed in that calendar week exceeds EUR 2,000.-.

12.2     Invoices will be due and payable within 14 days after the date of their delivery to the Client, unless a different maturity date is specified in the invoice. If a maturity date earlier than that set out in this Section is specified in any invoice, the maturity specified in this Section will be decisive in the case of the Client's delay in settlement of an invoice.

12.3     By placing an Order with the Service Provider (Article IV of these GTC), the Client consents to making out its invoice in an electronic form.

12.3.1          The Service Provider will mail invoices preferably to the Client's person having placed the Order, or to the person the Client named in the Order; nonetheless, invoices may be mailed also to the Client's general e-mail address as known to the Service Provider or as specified on the Client's web page, in particular if the invoice is returned as undelivered from the addresses referred to in the first part of the sentence before the semicolon, or if no notification confirming the receipt is returned from such addresses.

12.3.2          The fact that the Client requires also/only a paper copy of the invoice must be expressly stated in the Order. The Service Provider may also comply with the Client's request to provide a paper copy of an invoice sent in later.

12.4     Invoices must comply with all the requirements for a tax invoice, they must be made out in conformance with the provisions of these GTC and must be properly delivered to the Client.

12.5     Invoices must be accompanied with copies of relevant Worksheets deemed confirmed according to the provisions of these GTC evidencing the legitimacy of invoicing.

12.6     The Client, if delaying in the settlement of any invoice, will be required to pay to the Service Provider a late payment interest at 0.04% of the invoiced amount for each started day of delay.

Article XIII
Guarantee of Quality and Liability for Defects

13.1     The Service Provider holds Integrated Management System Certificates ISO 9001:2008, ISO 14001:2004, and BS OHSAS 18001:2007, that are a guarantee of the quality of the provided Services. The Service Provider undertakes to perform Services with due professional care and at a quality guaranteed under the above Certificates.

13.2     To ensure proper quality of Services, the Service Provider undertakes to carry out continuous monitoring of the Services and if any obstacles on the Client's side hindering the achievement of the proper quality of the provided Services are identified, the Service Provider shall notify such fact to the Quality Department Operator through the Technician; if the Technician conveys such information verbally, he will be required to re-send the information to the Quality Department Operator by fax or e-mail, if the required contact information is specified in the Order or notified by the Client to the Service Provider pursuant to Article 10.2.1 of these GTC. The Quality Department Operator will also be authorized to monitor the quality of the provided Services; if doubts about the quality of the provided Services arise, the Quality Department Operator will notify such fact without delay to the Technician. The Technician, after having consulted such doubts concerning the quality of the provided Services with the Quality Department Operator, will order a repeated check of the quality of the Components associated with removal of the identified defects, if any, whereof a written record will be prepared to be signed by the Technician and Quality Department Operator. If the repeated check of quality reveals faulty performance of Services, the Service Provider will not be entitled to any compensation for the time corresponding to the duration of the repeated check. If no faulty performance is revealed by the repeated check, the time corresponding to the duration of the repeated check recorded in a Worksheet will be deemed time of provision of Services for which the Service Provider will be entitled to a compensation in line with the provisions of these GTC.

13.3     If it is revealed after the Services will have been performed, and in any case during the first incorporation of Components into relevant equipment whose first direct part is a Component (such as a larger component, system component, module, integrated module, automobile, etc.) at the latest, that the Services have not been provided at the guaranteed quality, the Client will be required to notify the identified defects in the provided Services in writing to the Service Provider (the "Complaint") without undue delay and in any case within 5 days after the Client has become aware of the relevant defect, otherwise the Client's right to enforce any claim(s) under the liability for defects in the provided Services will cease to exist after the lapse of the above time limit.

13.4     The Service Provider will not be liable for defects occurring as a result of:

a)     improper or incorrect handling of the subject of performance of Service by a person other than the Service Provider after the Service has been performed,

b)    the fact that the Service Provider marked the subject of Services, or any of its part, as unfit for use and/or not meeting the requirements resulting from the Work Procedure and the Client (or a Client's person, such as the Final Customer) has released such item for subsequent use and/or in further circulation despite such fact,

c)     defects/insufficiencies in the Work Procedure which, nonetheless, have been approved by the Client,

d)    a Force Majeure event; for the purposes of these GTC, a Force Majeure event is deemed (without limitation) a war, invasion, acts of foreign adversary, foreign adverse acts, civil war, mutiny, acts of civil disobedience, consequences of military or usurping powers, confiscation or nationalization or seizure or destruction under an order, or in the course of execution of any order issued by governmental or other public bodies, consequences of the use of any military weapons utilising nuclear fission or radioactivity irrespective of whether at the time of peace or war, industrial incidents, natural disasters, protracted power failures, crisis and/or other emergency circumstance(s); however, events such as, without limitation, shortage of qualified labour force, non-performance of obligations by persons cooperating with the Contracting Parties, unfavourable economic situation of a Contracting Party will not be deemed Force Majeure events.

13.5     The Client will be required to provide the Service Provider with all the necessary collaboration (particularly, but not limited to the Service Provider’s request) required in the process of verification of a Complaint; in particular, the Client is required to provide photographic evidence, background documentation, records of communication, data held by the Client or Final Customer and relating, or that may be relating to the Complaint and/or the Service being the subject matter of the Complaint.

13.5.1          Breach of the obligation of the Client referred to in Article 13.5 of these GTC will result in voiding of any entitlements under defects about which the Complaint has been made.

13.6     The processing of any Complaint must commence without undue delay after its placing and not later than within 10 business days, and the Complaint must be resolved in the shortest possible time. The Service Provider undertakes to either acknowledge or dismiss a Complaint within 15 days of its placing.

13.6.1          If the Service Provider acknowledges a Complaint, the Client will become entitled to free removal of the defect, unless the Service Provider and Client provably agree on a different manner of resolution of the Complaint.

13.7     If the Client routinely uses 8D-Report, the Service Provider undertakes to provide to the Client an 8D-Report according to 8D time limits.

13.8     If a written record of the manner of handling of a Complaint is made, such report must be signed by the Client and the Service Provider's authorized person referred to in Article 10.1 of these GTC. The Client has the right to include any comments or positions in the written report.

13.9     In the written report on the manner of handling of a Complaint, the Contracting Parties are always free to also agree on an alternative manner of handling and/or resolution of a Complaint.

Article XIV
Ownership of Components; Liability for Damages and Compensation for Damages

14.1     The Service Provider shall not become the owner of Components received for the purpose of the execution of a Task.

14.2     The Service Provider shall be liable for any culpable conduct by its employees resulting in any damage to, loss or destruction of Components received by the Service Provider from the Client (and/or Final Customer) for the purpose of the execution of a Task, if such conduct occurs in the course of the execution of a Task; however, the Service Provider will not be liable for such culpable conduct if such damage to, loss or destruction of Components would occur regardless of such culpable conduct, or where a conduct was concerned through which the Service Provider's employee averted a direct threat for which the employee was not responsible, or if the damage was caused in defence against an imminent or continuing attack.

14.3     If damage occurs for which the Service Provider is liable pursuant to section 14.2 of these GTC, the damage shall be corrected through restoration in the original condition or pecuniary compensation, as the Service Provider may decide.

14.4     Limits of compensation

14.4.1          If entitlement to a compensation for damages occurs, the Service Provider will compensate for full damages and in any case up to 25% of the value of a Task according to the Order, and up to 25% of the monthly volume of the Task to which the damage relates in the case of long-term Tasks (the execution of which extends beyond 30 days). Long-term Tasks shall be deemed Tasks that take more than one month to execute and the maximum limit of compensation for damages shall not exceed (regardless of the preceding limits) EUR 100,000.- for each individual Task according to an Order.

Article XV
Service of Documents, Confidentiality of Information and Confidentiality Obligation

15.1     Any notices, requests, demands, requests for consent or any other communication served by one Contracting Party to the other in e-mail, fax or documentary forms shall require a response from the other Contracting Party in the same or similar manner, i.e. response must be made also in e-mail, fax or documentary form allowing for unambiguous recording of the contents of the response. In the case of non-compliance with the form of the response, the burden of evidence with respect to the contents and delivery of the response rests on the sender.

15.2     Contents of a fax transaction shall be deemed delivered if the sender can obtain a fax machine-generated printout confirming its error-free delivery. If any problem of technical nature occurs during the process of transmission of fax rendering the contents of the message impossible to read, the receiving Contracting Party is required to inform thereof the sending Contracting Party without undue delay and to request repeated delivery of the fax message and/or delivery in an alternative way. The Service Provider receives fax communication on working days from 8:30 o'clock until 15:30 o'clock (the "Hours of Operation"); fax messages delivered to the Service Provider outside the above Hours of Operation shall be deemed delivered at the beginning of the subsequent Hours of Operation (i.e. at 8:30 o'clock of the next immediately following working day).

15.3     Contents of an e-mail shall be deemed delivered if i) its receipt and/or review is acknowledged manually, ii) the e-mail reply containing the original e-mail message that is to be delivered has been received; only an automatic reply without intervention of the addressee shall not be deemed proof of due and proper delivery.

15.4     Written communication exchanged between the Contracting Parties shall be deemed duly delivered:

a)     on the date of its actual delivery to the addressed Contracting Party;

b)    on the date of futile expiry of the time limit for collection at the post office, also if the addressee was not  aware of the deposition;

c)     on the date of an unsuccessful attempt to deliver the communication, if the delivery was obstructed by intentional act of the addressee, in particular by addressee's refusal to receive the communication.

15.5     The Contracting Parties shall treat confidential all and any facts of which they become aware in association with performance provided under a contractual relationship constituted according to these GTC and which relate to the other Contracting Party, if such information is of a provable commercial significance to the other Contracting Party or other competitors on the market.

15.5.1          Confidential information shall also be deemed all facts and information comprising trade secrets in the sense of Section 17 of Act No. 513/1991 Coll. The Commercial Code, as amended, and also any information provably and unambiguously identified as confidential by the other Contracting Party. Without prejudice to the above statements, confidential information shall also be any information that is not publicly accessible, information of technical, commercial or other nature marked by either of the Contracting Parties as confidential, or that is required to be treated (having regard to the circumstance known to the other Contracting Party at the time of their disclosure) as confidential, or any information the nature of which indicates to any reasonably informed person that such information is confidential. Confidential information shall also be deemed any information of technical, trade or commercial nature (including product plans, development plans, forecasts, analyses and strategies), specifications, plans, charts, training materials, formulas, sketches, models, samples, procedures, ideas and inventions (also if not subject to special protection), data, software, or documentation in any form, whether on any material carrier or provided verbally, as well as information received from a person other than a Contracting Party, provided that such other person is subject to the confidentiality obligation. Confidential information shall also be deemed information concerning the situation of either of the Contracting Parties, its products, processes and performance.

15.5.2          To avoid disputes about the nature of information, the Contracting Parties have agreed that a Party disclosing information that is required to be deemed confidential to the other Party, pursuant to the provisions of this Article, shall unambiguously mark such information as confidential.

15.6     The confidentiality obligation shall not apply to facts that:

a)     are or will be made available to employees or third persons in relation to performance of activities under the contractual relationship established pursuant to these GTC on the "need to know" basis due to their work position, office held and/or their role in the performance under the contract, provided that the relevant Contracting Party is required to inform such person about the confidential nature of the disclosed information;

b)    were provably obtained from a third person that is authorized to disseminate such information; or

c)     have been developed by a Contracting Party independently and without using any confidential information according to the provisions of this Article,

 

15.7     The following will not be considered a breach of the confidentiality obligation:

a)     disclosure of information to third persons holding an interest in the company of either of the Contracting Parties, provided that such persons are informed in advance about, and subjected in writing to the confidentiality obligation;

b)    disclosure of information to legal advisors or other representatives, who are required to abide by the confidentiality obligations by the operation of law, for the purpose of due and proper performance of their activities, provided that such persons must be informed in advance of the confidential obligation related to the matter in question;

c)     disclosure of information after the other Contracting Party's prior written consent to the disclosure of individual information protected by the confidentiality obligation has been obtained;

d)    disclosure of information to relevant authorities for the purposes of judicial proceedings, arbitration proceedings and/or proceedings before any other public authority, provided that such authority must be informed in advance about the confidential nature of the disclosed information to allow it to take necessary precautions (e.g. holding closed proceedings);

e)     disclosure of information to a governmental, bank, tax or other authority with supervisory powers that is authorized and competent to request such information in compliance with the applicable legal regulations, provided that such authority must be informed in advance about the confidential nature of the disclosed information to allow it to take necessary precautions (e.g. holding closed proceedings),

f)     disclosure of information a Contracting Party is required to make by the operation of law.

15.8     The Contracting Parties further undertake to protect any information pertaining to the other Contracting Party that are subject to confidentiality pursuant to this Article at least in the same extent as if such Party's own information was concerned and undertake to impose a confidentiality information of the same scope also on their organizational units/branches, managerial staff or employees (and/or cooperating persons) coming in contact with such information and each of the Contracting Parties shall be fully liable for breaches of obligations by such persons.

15.9     The confidentiality obligation shall continue for the term of the contractual relationship established in conformance with these GTC and thereafter for three (3) additional years and shall pass onto the Parties' successors in title, if any.

Article XVI
Common and Final provisions

16.1     Contractual relationships between the Contracting Parties not addressed in these GTC or any Order shall be governed by the applicable provisions of generally binding legal regulations of the country of residence of the Service Provider (i.e. the Slovak Republic) including, without limitation, the applicable provisions of the Commercial Code (in particular those dealing with contracts for work), as amended. Should these GTC and/or the Order address certain relationships between the Contracting Parties in a manner other than that required by the applicable legal regulations, these GTC and contractual arrangements shall prevail, provided that conflict with a legal provision that may be derogated from is concerned. In the case of a conflict between these GTC and an Order, preference should be given to the Order.

16.1.1          If a contractual relationship between the Service Provider and Client has been established under a separate contract (i.e. not under an Order pursuant to Article IV), references in these GTC to Orders shall be references to such separate contracts.

16.2     For the purposes of determination of jurisdiction, the place of performance under contract shall be deemed the place of the execution of a Task (Article 4.2.1 letter c) of these GTC).

16.2.1          If the provisions dealing with conflicts of law allow for the selection of a particular governing law, relationships between the Service Provider and the Client, established according to these GTC, shall be governed by the Slovak law. Should the conflict of law provisions allow for the selection of jurisdiction, then any disputes between the Service Provider and the Client arising out of contractual relationships established according to these GTC shall be resolved by the competent Slovak courts.

16.3     These GTC shall become valid and effective on the date written in the heading. As on the same date, the GTC issued by the Service Provider on 1 February 2011 cease to be valid and effective; nonetheless, contractual relationships established under Orders incorporating then valid GTC shall be governed by the then valid GTC.

16.4     The Service Provider is entitled to unilaterally amend these GTC at anytime. The Contractual relationship between the Client and Service Provider established according to a particular Order shall be governed by the GTC as valid and in effect at the time of proper delivery of the confirmed Order to the Service Provider.

 

General Terms HOLLEN s.r.o. in Slovakia, valid from 1 February 2011 to 09.30.2015.

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