HOLLEN s.r.o.

General Terms for HOLLEN s.r.o. in Slovakia

Article I

1.1         These General Terms and Conditions (hereinafter referred to as „GTC” only) govern the relationship between the company HOLLEN s.r.o., having its registered office at: Kosatcová 24/A, 841 07 Bratislava, CIN: 35 804 505, VAT ID: SK2020281813, registered in the Companies Register of the District Court Bratislava I, Section: Sro, File No.: 23309/B (hereinafter referred to as the „Servise provider” only) and the subject who orders its services (hereinafter referred to as the „Client” only), if the Servise provider and the Client have not concluded particular contract on provision of services.

Article II
Definitions of terms

2.1         Servise provider – a legal entity providing services under these GTC (HOLLEN s.r.o.).

2.2         Client – a legal entity ordering services from the Servise 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         Order – 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 order.

2.7         Operator – a member of Servise 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 Servise provider for the relevant task specified in the order.

2.9         Quality Department Operative – a responsible member of the staff of the Client appointed for the relevant task in the order; 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     Servise provider’s staff – employees or other cooperating persons of the Servise provider or his subServise providers, who ensure the provision of services under these GTC on behalf of the Servise 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     Worksheet – 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 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 order.

Article IV
Ordering services

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

4.2         The order must be made out in writing.

4.2.1              The order 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 order on behalf of the Client.

4.2.2              The order can also include:

a)       specification of the anticipated date of completion  of the provision of services,

b)      specification of anticipated  scope of the provision of services in hours,

c)       appointment of the person of the Client who is authorized to sign the Worksheet,

d)      appointment of the Quality Department Operative,

e)       appointment of the ´Financial Department Officer of the Client in invoicing matters,

f)       request for provision of specified aids by the Servise provider (Item 5.7 of these GTC),

g)      request for the form and intervals of provision of partial worksheets (Item 9.4 of these GTC),

h)      Work procedure (Item 5.1 of these GTC),

i)        specification of special type of costs that will be reimbursed to the Servise provider (Item 11.3 of these GTC),

j)        order number,

k)      other possible requirements, conditions and agreements.

4.2.3              Several Quality Department Operatives can be appointed in the order (or in its annex), while division of their individual competences arising from these GTC can be specified (for example the right to sign work procedure and its supplements, the right to act within the complaint procedure etc.).

4.3         The form of the order shall be prepared by the Servise provider on the basis of the information and background documents supplied by the Client and the Servise provider shall send the prepared form of the order to the Client. The Client shall fill in respective missing data and than send the signed binding order to the Servise provider. In order the order would acquire the nature of a contract it must be accepted by the Servise provider by signing the order by authorized representative of the Servise provider (Item 10.1 of these GTC). The accepted order becomes binding for both contracting parties as a contract at the moment of proper delivery of the accepted order signed by both contracting parties from the Servise provider to the Client according to Item 4.5 of these GTC.

4.4         The order of the Client is considered to be duly delivered in the case of its delivery to the Servise provider:

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

b)        by fax sent to number written in the form of the order sent by Servise provider to the Client according to the first sentence of the Item 4.3 of these GTC ; or

c)        by e-mail sent to the address of the Technician stated in the form of the order sent according to the first sentence of Item 4.3 of these GTC.

4.5         The accepted order 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 the number written in the order signed by the Client; or

c)        by e-mail sent to the e-mail address of the person who has signed the order for the Client written in the order.

4.6         The Servise provider is not obligated to accept the binding order of the Client. In case if the binding order is not accepted and delivered to the Client within 24 hours from its delivery to the Servise provider, the validity of the binding order shall expire.

Article V
Performance of the task

5.1         Detailed description of the implementation method of each order must be stated in the work procedure prepared and signed by the Technician together with the Quality Department Operative, if the work procedure is not annex to the order.

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 supplements signed by the Technician and the Quality Department Operative. The supplement must state the description of the change, accurate time, when it was adopted, and if it is possible, identification number of the vehicle (or other item, whose part is the component to which the respective provision of services is related to), from which the change is effective.

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

a)        the Technician, who shall have the required capabilities, skills, technical and operating knowledge in order he could fulfil 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 “Servise provider’s staff” only).

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

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

b)        participate in the preparation of work procedure in accordance with these GTC, and shall sign it on behalf of the Servise provider (including supplements to it), unless these GTC stipulate otherwise,

c)        prepare Worksheets and partial worksheets,

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

e)         

f)         be the contact person of the Servise 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,

g)        contact the Quality Department Operative anytime if it is necessary, mainly due to the request for necessary cooperation.

5.6         Unless the Client and the Servise provider agree otherwise, the Servise provider is responsible for equipment of the Servise 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 aids” only).

5.7         The Servise provider and the Client can agree that the Servise provider shall provide additional working aids or tools such as work tables, lighting, binding tools etc. (hereinafter referred to as “above standard aids” 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 order.

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 order.

6.2         The Client is obligated to ensure access to the place, where services will be provided, for Servise provider’s staffcharged 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 Servise provider undertakes to ensure the commencement of implementation of the task at the time specified in the order.

7.2         The number of hours for providing services shall be continuously registered into the Worksheet 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 Worksheet shall also include the time necessary for:

a)     logistic transport of the material,

b)    packaging work,

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

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

e)     organizational assurance of the task,

f)     preparation of partial worksheets (Item 9.4 of these GTC) and final documentation of the task.

Article VIII
Cooperation of the Client

8.1         The Client is obligated in relation to the implementation of task to provide all necessary cooperation to the Servise 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 aids, tools and other equipment that is not provided by the Servise 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 Servise provider pursuant to previous item, the Servise 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 Servise provider is not in delay with fulfilment 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 Servise provider’s staff under Item 7.3 letter c) of these GTC, for which the Servise 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 Servise provider in a provable way within 10 days from the date when the order was signed.

Article IX
Worksheet and partial worksheets

9.1         The Technician shall prepare the Worksheet on provided services.

9.1.1              The Worksheet must include:

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

b)      the sum for the provided services.

9.1.2              The Worksheet may include:

a)      the list and quantity of components that were subject matter of the provision of services and/or type of provided services,

b)      data on the quantity of ascertained defective components and on the quantity of repaired components,

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

d)     other facts, which the Technician and the Quality Department Operative will agree on.

9.2         The Worksheet 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 Worksheet confirmed by person of the Client appointed in the order (Item 4.2.2 letter c) of these GTC) is the background document for invoicing; in case if the Client does not appoint such a person in the order, the Worksheet shall be validated by signature of the person of Client according to Items 10.2 and 10.3 of these GTC. The person of Client who is validating the Worksheet shall write his name and surname and also his working position or functional position next to his signature.

9.4         The Servise 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 Servise provider authorized for signing the order are as follows:

a)     statutory representative of the Servise provider,

b)    chief clerk of the Servise provider,

c)     director of the Servise provider’s branch,

d)    Technicians,

each of them independently.

10.2     In the case if the Client does not appoint in the order 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 Servise 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 Servise 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 Servise provider; the notification has to state clearly who has signed it on behalf of Client.

10.3     The provisions of Item 10.2 of these GTC shall apply similarly also to the person of Client who is entitled to sign the Worksheet (Item 4.2.2 letter c) of these GTC) if such a person is not appointed in the order.

Article XI
Remuneration for provided services

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

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 Worksheet.

11.3     The remuneration for provided services specified in the order 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 Servise 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 Servise 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 is due 14 days from its delivery to the Client unless longer maturity date is specified in the invoice. If earlier maturity data is stated on the invoice than the date specified in this Item, maturity date specified in this item shall be decisive for delay of the Client in settlement of the invoice.

12.3     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.

12.4     The copy of the relevant confirmed Worksheet demonstrating legitimacy of invoicing must be enclosed to the invoice.

12.5     In the case of any delay of the Client with settlement of the invoice, the Client must pay to the Servise 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 Servise 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 Servise 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 Servise 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 Servise 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 Servise 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 Worksheet shall be considered as the time of service provision, for which the Servise 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 Servise 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 Servise 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 Servise provider will not become the owner of components taking over for the purpose of the implementation off task.

14.2     The Servise provider is liable for action of the Servise 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 Servise provider’s staff prevented directly threatening danger, which was not caused by him, or if he caused damage in inevitable defence against threatening or lasting attack.

14.3     In the case of  occurrence of damage, for which the Servise provider is liable in accordance with Item 14.2 of these GTC, such a damage shall be compensated by reinstatement or by monetary indemnity; the Servise provider has the right of choice. In the case of monetary indemnity the damage shall be compensated to the extend of insurance coverage according to Item 14.4 of these GTC as a maximum.

14.4     The Servise provider undertakes to conclude liability insurance with insurance coverage in the minimum amount of EUR 100,000.00 for all insured events in one insurance year during the duration of these GTC.

Article XV
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 Servise provider on working days from 8:30 a.m. to 3:30 p.m. (hereinafter referred to as “operating time” only); fax delivered to the Servise 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 order, shall be governed by the relevant provisions of the generally binding legal regulations valid in the country where the Servise provider has his registered seat, mainly by respective provisions of  the Commercial Code (especially provisions concerning contract for work) as amended. In the case if these GTC and/ or the order regulates 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 Servise provider is entitled to unilaterally change these GTC anytime. However, for the contractual relationship between the Client and the Servise provider established by particular order the GTC in wording valid at the time of proper delivery of confirmed order to the Servise provider are always decisive.  

Hot Line

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