General Terms and Conditions

Terms and Conditions for the provision of services and supplies to EVEKTOR Group

valid from 01/04/2022

‍

1. Validity of the Terms and Conditions

‍

1.1

Subject matter, contents. These Terms and Conditions govern the provision of the services and the sale of Goods by the Group Companies as Customers (hereinafter referred to as the "Terms and Conditions") and form part of the Contracts and their amendments concluded between the Customers and the Supplier.

‍

2. Definition of some terms

‍

2.1

Group Companies. In these Terms and Conditions, Group Companies are understood to mean EVEKTOR, spol. s r. o, with its registered office at Kunovice, Letecká 1008, Postal Code 686 04, ID No. 163 61 733, registered in the Commercial Register kept at the Regional Court in Brno, Section C, Insert 2616 , or the trading company EVEKTOR-AEROTECHNIK a.s. with its registered office at Okružní 234, 293 06 Bradlec, ID No. 255 60 280, registered in the Commercial Register kept by the Municipal Court in Prague, Section B, Insert 20839, which together form a group, where the trading company EVEKTOR, spol. s.r.o. is the managing person and the trading company EVEKTOR-AEROTECHNIK a.s. is the controlled person.

‍

2.2

Supplier.  In these Terms and Conditions, Supplier means the person so designated on the Order and/or Contract concluded in accordance with Provisionof these Terms and Conditions. The Supplier is required to meet the requirements in terms of quality and the AS9100D standard.

‍

2.3

Goods. Goods within the meaning of these Terms and Conditions means tangible movable things and their components, which the Supplier undertakes to deliver to the Customer and transfer the ownership right to these things to the Customer and the Customer undertakes to take over such Goods and pay the Supplier the price for them, regardless of whether the Goods are referred to as Goods, spare parts, work, etc. in the Contract.

‍

2.4

Delivery. Delivery according to these Terms and Conditions means delivery via the holder of a postal license or via e-mail or delivery to a data box, or personal delivery. Except for as stipulated otherwise, all notices under the present Terms and Conditions must be made in writing and delivered using any of the aforementioned methods.

‍

2.5

Deadlines. Unless expressly stated otherwise, the time limits are given in calendar days.

‍

2.6

Customer. In these Terms and Conditions, the Customer is always understood to be the relevant Group Company, in accordance with the specific provision on the order and/or Contract concluded in accordance with Provision 3.1 of these Terms and Conditions.

‍

2.7

Significant breach of obligations. In particular, the following shall be deemed to be a material breach of the obligations set out in the Contract, of which these Terms and Conditions form part:

‍

a) delay in fulfilling the obligation to provide the Services or deliver the Goods to the Customer in a timely and proper manner;

‍

b) delay in fulfilling the obligation arising from liability for defects of the Services and Goods;

‍

c) infringement of industrial or other intellectual property rights pursuant to Provision 13 of the Terms and Conditions.

‍

2.8

Contract. Contract means a contract for the provision of Services or delivery of Goods concluded in accordance with Part 3 of these Terms and Conditions.

‍

2.9

Contractual penalties. Any and all contractual penalties under the present Terms and Conditions shall at all times be payable within 30 days of the billing of each contractual penalty and its Delivery to the other party. Payment of a contractual penalty shall be without prejudice to the Customer's right to damages. The Customer has the right to assert both claims separately and at the same time and the provision on the contractual fines does not affect damage liability or the enforcement or the amount thereof and the right to damages. A contractual penalty may be claimed repeatedly.

‍

3. Concluding of the Contract

‍

3.1

Concluding of the Contract. The draft Contract is the Customer's written order which must be delivered to the Supplier. The Contract will be concluded by the Delivery of a written order confirmed and signed by the Supplier to the Customer. The order must be confirmed by the Supplier in its entirety and without any additions, reservations, limitations or other changes to the wording of the order sent by the Customer, otherwise the Contract is not concluded.

‍

3.2

Supplier's new proposal. An order confirmation that contains additions, reservations, restrictions or other changes is considered a rejection of the order and constitutes a new proposal of the Supplier to enter into the Contract, even in the case of such additions, reservations, restrictions or other changes that do not substantially change the terms of the order. In such cases, a Contract shall only be concluded if the Customer confirms this new proposal and sends it back to the Supplier.

‍

3.3

Deadline for acceptance and cancellation of orders. The Supplier must confirm a Delivered Order within 7 business days of its Delivery and Deliver the same back to the Customer or notify the Customer within an identical time limit that they refuse the said Order. Confirmation or refusal of an Order must be made in writing, signed and Delivered back to the Customer.

‍

4. Quality of services

‍

4.1

Quality of Services. Services must be provided in line with all binding legal regulations, technical requirements and technical and safety standards applicable to the provision of the said Services.  All tangible components of the Services must be new, unused, undamaged and made of quality material. The tangible components of the Services must be able to provide consistently standard performance in accordance with the characteristics and quality specified in the Contract and fully meet the purpose for which they are supplied as part of the Services. Tangible and intangible items forming part of the Services may not be encumbered by legal defects, such as another person's retention of title, liens.

‍

4.2

Quality of Goods. The Goods must comply with all technical standards and technical and safety standards for the type of Goods, both mandatory and recommendatory, including with respect to the final product of which the Goods are to be a part. Goods and the components used in their production must be new, unused, undamaged and made of quality material. If the Goods are delivered on the basis of samples, designs or drawings, they must fully correspond to these samples or drawings. In the event of a conflict between the samples, designs or drawings and the Contract, the determination in the Contract shall prevail in determining the quality and workmanship of the Goods. The Goods must be able to deliver consistently standard performance in accordance with the characteristics and quality specified in the Contract and fully meet the purpose for which they are supplied. The Customer's assignment under the Contract does not relieve the Supplier of its obligation to act with professional care and to notify the Customer in writing, in particular in the event of an assignment or instruction that is inappropriate, that does not meet the purpose of the Contract or that is incomplete or insufficient. The Supplier declares and undertakes that prior to confirmation of the Contract it has verified and confirmed that it is able to properly and timely manufacture and deliver the Goods in accordance with all statutory and contractual requirements (e.g. norms, guidelines and standards). The Goods must not be encumbered by legal defects, e.g. liens. The Supplier shall not supply or use counterfeit material or material of suspect or uncertain origin in the manufacture of the Goods. The Goods must not have been accounted for in the relevant asset accounts in Account Group 02 - Depreciable Fixed Assets prior to delivery, but only in inventories. The Supplier is obliged to notify the Customer of the country of origin of the Goods within a period not later than the due delivery of the first delivery of the Goods. In the event that the country of origin of the Goods and the country of origin of the components or materials from which the Goods are manufactured and/or assembled are different, the Supplier shall be obliged to provide both. For the components or materials used, it is sufficient for the Customer to provide information on those components or materials that are essential for the type of Goods. In the event of a breach of this provision, or in the event that such notification is false, the Customer shall be entitled to a contractual penalty of CZK 10,000 for each case of breach.

‍

4.3

Packing and securing of Goods. If transportation is required, the Supplier shall package or otherwise equip the Goods in the manner as specified in the Contract. In the event that the method of packing and securing the Goods for transport is not expressly provided for in the Contract, the Supplier shall pack or secure the Goods for transport in such a way that the Goods cannot be damaged or devalued during transport, including loading and unloading. When packing and securing the Goods for transport, the Supplier is obliged to respect the Customer's instructions. The Supplier is obligated to notify the Customer of any inadequate instructions if relevant. If the Supplier fails to warn the Customer of the unsuitability of its instructions, the Supplier shall also be liable for any damages caused by the implementation of the Customer's unsuitable instructions. The Supplier agrees that all costs of packing, securing and arranging for the Goods in accordance with this provision are already included in the price under the Contract.

‍

5. Documents for components of Goods and Services

‍

5.1

Documents for components of Goods and Services, certificates. If documents or certificates relate to the tangible and intangible components of the Services or Goods, the Supplier shall be obliged to hand over such documents and certificates to the Customer no later than on the date of receipt of the Services/Goods or any part thereof. Documents are, according to this provision, in particular declarations of conformity of products, systems, or certificates or attestations, etc. The Supplier undertakes to provide the Customer with the original batches of the input material used to manufacture the Goods.

‍

5.2

Form, certain particulars relating to documents. The Supplier is obliged to deliver with the Goods the documents specified in the Order and the documents resulting from general legal regulations. If the Supplier is not the manufacturer of the Goods, then the Supplier must also provide documents proving the original manufacturer or supplier of the Goods, including the batch of Goods supplied. The Supplier is obliged to provide the Customer with documents relating to the Services or Goods in written printed or electronic form in Czech or English. Upon request of the Customer, the Supplier is also required to provide the Customer with the documents on a data storage device in a freely accessible data format. Once delivered, these documents become the property of the Customer, who is then entitled to handle the documents as it sees fit.

‍

5.3

Supplier 's liability for documents. The Supplier is responsible for the accuracy, truthfulness and original origin of the documents relating to the Services and Goods. The Supplier shall not supply any documents with the Services or Goods which may be counterfeit or whose origin is unclear. 

‍

5.4

Compensation of costs. Any costs incurred by the Customer as a result of late delivery of due documents by the Supplier shall be charged to the Supplier and the Supplier hereby expressly agrees to pay them. If these costs have been paid by the Customer, the Supplier undertakes to reimburse the Customer for the costs so paid.

‍

6. The place of provision of Services or delivery of Goods. Proper provision of Services and delivery of Goods.

‍

6.1

Location where the Service is provided. Unless the Contract provides otherwise and unless the Customer designates a different place of provision at any time prior to the provision of the Services or delivery of the Goods, the Supplier shall, at its own expense and risk, provide the Customer EVEKTOR, spol. s.r.o. with a Service and deliver Goods to the address of its premises in Kunovice, Letecká 1008 and to the Customer EVEKTOR-AEROTECHNIK a.s. with a Service and deliver Goods to the address of its premises in Kunovice, Letecká 1384.

‍

6.2

Delivery note. If the Services include tangible items, their delivery is subject to the delivery condition of the DDP according to the INCOTERMS 2020 rules at the location of the Customer's registered office or its establishment referred to in Article 6.1.

‍

6.3

Contractual penalty. If the Supplier fails to fulfil its obligation to provide the Services or deliver the Goods specified in the relevant Contract to the Customer in a timely and/or proper manner, even after the expiry of the time limit specified in the notice, the Customer shall be entitled to pay a contractual penalty to the Supplier in the amount of 0.05% of the price of the Services excluding VAT (regardless of any discounts from the price of the Services or Goods), the proper provision of which the Supplier is in default, for each day of delay.

‍

7. Due date of Performance

‍

7.1

Handover during working days and during working hours. If the place of provision of the Services or delivery of the Goods is the Customer's place of business at the address of the branch specified in Article 6.1, the Supplier shall provide the Services and deliver the Goods during the Customer's working days and normal business hours, i.e. from 8:00 a.m. to 2:00 p.m., unless otherwise specified by the Customer.

‍

7.2

Partial performance. The Customer shall be entitled, at its discretion, to accept the Service and take delivery of the Goods or part thereof at the Supplier's request before the deadline for the provision of the Service or delivery of the Goods set out in the Contract. In the event of partial performance, the Supplier is obliged to provide the remaining part of the Service or Goods within the period specified in the Contract. For the avoidance of doubt, the Parties expressly exclude the application of the provisions of Section 1930 (2), first sentence, of the Civil Code in the event of partial performance by the Supplier.

‍

7.3

Authorisation of a third party. The Seller is allowed to authorise a third party to perform obligations specified in the Contract but only if the Customer approves of it in written form. If the Supplier uses a third party with the Customer's consent to fulfil its obligations under the Contract, the Supplier undertakes that this third party will fully fulfil the Supplier's obligations under the Contract and under generally binding legal regulations.

‍

7.4

Performance time schedule. The Parties agree that the performance time schedule will be established according to the Customer requirements.

‍

7.5

Notifications. The Supplier undertakes to keep the Customer informed about the status of the provision of Services or delivery of Goods and to communicate to the Customer information about all facts that are or may be important for the proper performance of the Contract. Unless the Contract provides otherwise, the Supplier is obliged to provide the Customer with information without undue delay, no later than within 2 working days from the date of delivery of the Customer's request for information to the Supplier.

‍

8. Supplier’s declaration

‍

8.1

The Supplier declares and affirms that:

‍

a) it meets all the requirements for its eligibility (qualification) required by the laws and regulations applicable to the provision of the Services or delivery of the Goods under the Contract;

‍

b) The Supplier maintains in force in all material respects the licences, consents, permits, certifications and other authorisations required by law applicable to the provision of the Services or the supply of the Goods under the Contract and there is no threat that any such licence, consent, permit or authorisation will be terminated. The Service and its provision to the Customer does not conflict with any third party's right to patent, trademark or other intellectual property, trade name or competition protection;

‍

c) Meets the requirements in terms of quality and the AS9100D standard, i.e., in particular, that it has implemented a quality management system; uses external providers of Services or Goods only those that have been designated or approved by the Customer, including process sources (e.g. special processes); notifies the Customer of non-conforming processes, Goods or Services and obtains approval to dispose of them; prevents the use of counterfeit parts, materials or Goods; notifies the Customer of changes to processes in the manufacture of Goods or provision of Services, including changes to their external providers or manufacturing locations, and obtains prior approval from the Customer; and communicates relevant requirements, including Customer requirements, to external providers; provide test samples to the Customer for design approval, inspection or verification or investigation and/or audit; maintain documented information, including retention periods and disposition requirements; respect the right of the Customer or its customer to access the relevant facility area and documented information at each level of the supply chain; ensure compliance of the Services or Goods; ensure the safety of the Goods; and respect ethical behaviour.

If any provision of these Terms and Conditions conflicts with AS9100D, then AS9100D shall prevail

‍

9. Liability for defects in Services and Goods

‍

9.1

For the avoidance of any doubt, the Parties expressly exclude the application of the provisions under Section 1965, 2103, 2104, 2105, 2106, 2107 and 2112 of the Civil Code.

‍

9.2

Notification of defects in the Services provided (i.e. complaints). If the Customer finds any defects in the provided Service or Goods, unless the Contract or these terms and conditions provide otherwise, the Customer shall write a defect notice, which will contain information about the provided Service or Goods, the person who discovered the defect, the date of the detected defect, made by the Customer. The Customer shall promptly send the notice to the Supplier, along with a request for the Supplier to propose the method of removing the defect and redressing the situation.

‍

9.3

Form and delivery of notice of defects. Notice of defects may be delivered to the Supplier in writing. Notice sent by email or fax must be promptly confirmed by the Supplier upon delivery.

‍

9.4

The Supplier's obligations, notice of proposal for removing defects. The Supplier is obliged and declares that it will comply with the obligation within the time limit as per the Contract, otherwise within 24 hours from the Delivery of the notice of defects as per Articles 9.2 and 9.3 of these Terms and Conditions as per the instructions of the Customer:

‍

a) to come to the place specified by the Customer in order to find out more about the defects notified to him by the Customer in the defect notice and within this period to notify the Customer of a proposal for a specific procedure by which the defects of the Service or Goods will be eliminated, or

‍

b) notify the Customer of a proposal for a specific procedure by which defects of the Service or Goods will be removed with maximum effort and care and taking into account technological deadlines, including the planned deadlines for the implementation of specified remedial measures, at the expense of the Supplier.

‍

9.5

Choice of claim from liability for defects, determination of the method and deadline for elimination of the defect. The choice of the claim for liability for defects of the Service or the Goods, as well as the choice of the manner in which the detected defects are to be eliminated, belongs exclusively to the Customer, which is not bound by the proposals of the Supplier. The Customer is obliged to notify the Supplier in writing within 48 hours of the Supplier's notification under Article 9.4 of these Terms and Conditions that:

‍

a) it agrees with the method for removing the defects proposed by the Supplier and establishes a deadline for these measures, or

‍

b) does not agree with the method proposed by the Supplier and establishes the method and deadline for removing the defects on its own, or

‍

c) asserts a claim for liability for defects in the Service pursuant to Article 9.6 of these Terms and Conditions other than the removal of the defect in the Service.

‍

In the event that the Supplier is in default of its obligation under Article 9.4 of these Terms and Conditions, the Customer shall be entitled to elect a claim for liability for defects and/or a method of removing the defect and a deadline for performance within 24 hours of the date on which the deadline for performance of the obligation set out in Article 9.4 of these Terms and Conditions has expired in vain. The method for removing the defect(s) and the deadline for their removal established by the Customer according to points a), b), as well as the option to apply a claim for liability according to point c) are binding on the Supplier.

‍

9.6

Defect liability claims. Regardless of the nature of the defect and severity of the breach of the Contract due to the occurrence of the defect, the Customer shall at all times have the right to:

‍

a) discontinue the receipt of the Service provided and set a new date for its provision,

‍

b) require removal of defects by re-provision of the Service or delivery of the Goods,

‍

c) demand a reasonable discount off the price,

‍

d) withdraw from the Contract,

‍

e) alone or through another person and at the expense of the Supplier, or according to its instructions, if necessary, perform the necessary actions to detect defects and ensure the re-provision of the Service. The Supplier undertakes to compensate the Customer for such expenses in full. In such a case, the Customer shall submit proper evidence for the expenses thus incurred as referred to in the previous sentence and obtain documentation clearly showing the defects in Services or Goods (photos, videos, etc.), where the choice between these claims rests exclusively with the Customer.

‍

9.7

Additional choice of claim for liability for defects. If it subsequently turns out that the defects in the Services or Goods are irremediable or that the removal involves unreasonable costs, the Customer may demand that the Services/Goods be provided again or make another claim under liability for defects pursuant to Provision 9.6, provided that the Customer notifies the Supplier of its decision without undue delay after the Supplier has notified the Customer of this fact.

‍

9.8

Failure to remove defects in Services or Goods. If the Customer asserts a claim for liability for defects pursuant to Provision 9.6 (a), (b) and (c) of these Terms and Conditions and the Supplier fails to remedy the defects in the Services or Goods in the manner and within the time specified by the Customer, or if the Supplier notifies the Customer before the expiry of the time limit that it will not remedy the defects, the Customer may:

‍

a) withdraw from the Contract; or

‍

b) assert its right to any other claim under Provision 9.6 of these Terms and Conditions.

‍

9.9

Failure to pay the price until the defects have been removed.  The Customer is not obliged to pay the outstanding price of the defective Goods to the Supplier before all defects have been removed.

‍

9.10

Repeated defect. In the event that an identical defect appears within 5 days after the Supplier has remedied the defect, this defect shall be deemed to be an defect unable to be removed, with all the consequences arising therefrom (in particular, claims for liability for defects or liability for damages).

‍

9.11

Other claims of the Customer. In addition to the liability for defects claims, the Customer is entitled to a contractual penalty against the Supplier for delay in performing the Supplier's obligations arising from liability for defects in the Services in the amount of 0.05% of the price of the defective Services (regardless of any price discounts) for each day of delay in performing the obligation arising from liability for defects.

‍

10. Price

‍

10.1

Price amount. The Customer shall be obliged to pay the Supplier the price specified in the Contract. The price includes all costs associated with the provision of Services or delivery of the Goods, including the costs associated with delivery (transport costs, postage, etc.), the procurement of documents for the Services and Goods, etc. The Supplier undertakes to deduct from the price any discount to which the Customer is entitled under the Contract or any other agreement, even if the Customer does not request the Supplier to deduct the discount or does not quantify the specific amount of the discount. The Supplier is responsible for ensuring that the discount is calculated correctly.

‍

10.2

Sending of invoice. Payment of the price by wire transfer shall be made by the Customer only on the basis of an invoice, and the Parties agree to issue and send each other tax documents in electronic form.

Unless the respective agreements of the Parties indicate otherwise, the terms "invoice" and "tax document" are used synonymously.

‍

10.3

Invoice requirements. The Supplier is entitled and obliged to issue a price invoice only when the Customer is obliged to pay the price. The invoice must include the requirements of a tax and accounting document, in particular:

‍

a) order number;

‍

b) designation and description of the Service being provided;

‍

c) scope of the Service;

‍

d) designation of the Goods - in words and nomenclature number according to the Customer's order;

‍

e) the unit price of the Service;

‍

f) discount amount to which the Customer is entitled;

‍

g) total price for the Service after discount deduction.

The invoice must be accompanied by a document proving the proper provision of the Service or delivery of the Goods to the Customer and the Customer's acceptance of the Service, which will be confirmed by the Customer.

‍

10.4

Correction, additions to the invoice. In the event that the invoice issued by the Supplier does not contain required information, contains data contrary to the Contract or these Terms and Conditions or does not meet other conditions set out in Provision 10.3 of these Terms and Conditions, it will not be accepted and paid by the Customer and the Customer shall immediately return it to the Supplier for completion or correction without the Customer being in default with payment of the price.

‍

10.5

Price maturity. The maturity of the price is stipulated in the Contract. In the event that the maturity of the price is not specified in the Contract, the Customer is obliged to pay the price within 60 days from the date of delivery of the regular invoice. In the case of correction or supplementation of the invoice, the delivery of the regular invoice is considered to be the moment of delivery of the new regular invoice.

‍

10.6

Notification of insolvency and liability for VAT. The Supplier undertakes to notify the Customer without undue delay of their insolvency or impending insolvency, or any other circumstance that would or could have an effect on their ability to pay the Value Added Tax (hereinafter referred to as the “VAT”) on a proper and timely basis. In the event of the Supplier’s suspected notification of insolvency or the clear risk of their impending insolvency, or in the event of suspected failure to pay the VAT or a suspected curtailment thereof or a suspected elicitation of a tax benefit, the Customer may pay the VAT amount on the taxable payment directly to the competent tax authority. If that is the case, the Customer shall notify the Supplier thereof without undue delay.  By paying the VAT directly to the relevant tax authority, the receivable of the Supplier payable by the Customer equal to the amount of the VAT shall be regarded as satisfied regardless of other provisions of the Contract or the Terms and Conditions. At the same time, the Supplier shall promptly inform the Customer in writing as to whether the payment made as foreseen above has been registered by their tax administrator.

‍

10.7

Making payment. In the case of non-cash payment, the price payment date is the day on which the Customer's payment service provider debits the amount of the price from the Customer's account.

In the event of the Customer's default in payment of the price, the Supplier shall be entitled to payment of default interest at the statutory rate.

‍

11. Contract termination

‍

11.1

Withdrawal from the Contract. Unless the Contract or these Terms and Conditions provide otherwise, the Customer is entitled to withdraw from the Contract in accordance with the laws of the Czech Republic and also before the proper provision of the Service or delivery of Goods without giving a reason, in which case the Customer is obliged to reimburse the Supplier incurred in connection with the performance of the Contract, up to the amount of the price specified in the cancelled Contract. The Supplier is obliged to send the Customer a written statement of costs according to the first sentence of this provision together with documents proving the occurrence of these costs within 14 days from the day the Supplier was notified of withdrawal, otherwise the Supplier's right under this provision of the Terms and Conditions expires. If the Customer withdraws from any Contract due to a reason on the part of the Supplier and if for this reason the already provided Service or Goods loses its economic significance for the Customer, the Customer is entitled to withdraw from all other Contracts without giving a reason (in full or only in part), on the basis of which such the same Service has already taken place or is to take place. In this case, the Customer is not obliged to pay any costs to the Supplier.

The Supplier shall be entitled to withdraw from the Contract if the Customer fails to provide the necessary cooperation to provide the Services or deliver the Goods and to perform the Contract properly and on time.

‍

11.2

Ongoing claims and arrangements. Upon termination, the Contract that includes these Terms and Conditions expires. Upon termination, or if the Contract otherwise expires, the following rights and provisions do not expire:

‍

a) incurred claims arising from liability for defects Services / Goods,

‍

b) liability agreement,

‍

c) arrangements for confidentiality and protection of know-how,

‍

d) claims for damages arising from a breach of the Contract,

‍

e) other claims as provided for in the relevant legislation.

‍

11.3

Tangible and intangible things as part of the Services / Goods after the transfer of ownership. Unless otherwise provided in the Contract, the delivered tangible and intangible things as part of the Services or Goods, to which the ownership right has passed or has been transferred to the Customer before the withdrawal from the Contract:

a) remains the Customer's property after the withdrawal from the Contract. In this case, the Supplier is entitled to substitute monetary benefits up to the amount in which the Customer benefited from the stated items used. If the price has already been paid for these delivered items as part of the Services, the Supplier is obliged to return to the Customer the difference between the price and the right to a substitute monetary performance according to the previous sentence. If the price for these delivered Goods was not paid prior to withdrawal from the Contract, the Customer is required to pay the Supplier a substitute payment reduced by the Customer's potential claim to a contractual penalty, the compensation of damage, etc., or

b) the Customer may return to the Supplier after withdrawal from the Contract. At the same time, the Supplier must refund to the Customer the already paid portion of the price or its part.

11.4

Settlement between the Parties. In the event either Party withdraws from the Contract, the Parties must agree on a mutual settlement using the methods and within the time limits specified by the Customer. The Customer must notify the Supplier within 30 days of the effect of the withdrawal from the Contract of the manner in which mutual relationships between the Parties will be settled. In their written notice of settlement, the Customer must:

a) define mutual claims arising between the Parties by withdrawal from the Contract and/or ongoing mutual claims arising under the Contract, in particular claims for return of tangible and intangible items as part of the Service, claims for return of other services provided under the Contract, claims for substitute monetary performance, claims for payment contractual penalties, claims for damages, claims arising from liability for defects, etc.

‍

b) set reasonable deadlines for the fulfilment of the mutual obligations of the Parties to the mutual settlement.

‍

The settlement method and time limits specified by the Customer shall be binding upon the Parties. The costs incurred in connection with the withdrawal from the Contract and the possible return of the provided performance shall be borne by the Supplier.

‍

12. Know-How

‍

12.1

Technical and other documentation provided by the Supplier. All technical and other documentation provided by the Customer to the Supplier in connection with the Service / Goods to fulfil the Contract remains the exclusive property of the Customer. All technical solutions and other solutions and procedures that are captured in the technical documentation are the exclusive property of the Customer, while the Customer does not grant any license to the Supplier in connection with the said know-how, does not grant any rights related to intellectual property, etc.

‍

12.2

Use of the Customer's technical and other documentation provided by the Supplier. The technical documentation referred to in Provision 12.1 hereof may not be made public or otherwise disclosed by the Supplier to any third parties or used for such third parties' benefit. The Supplier is authorised to use this documentation only in connection with performing the Contract or with a previous written consent of the Customer. This obligation does not apply to administrative or other public bodies or authorities if they carry out inspections or other supervision regulated by applicable legal regulations. After the fulfilment of the Contract or after its termination in any other way, the Supplier is obliged to return this documentation to the Customer and destroy any copies made for the fulfilment of the Contract.

‍

12.3

Other technical and other documentation. The Supplier undertakes not to disclose or make available to any third party or to use for the benefit of any third party any other technical and other documentation not specified in Provision 12.1 of these Terms and Conditions (in particular documentation developed by the Supplier for the purpose of performance of the Contract), the development of which has been co-developed or financed or co-financed by the Customer. The Supplier is authorised to use this documentation only in connection with performing the Contract or with a previous written consent of the Customer. Upon completion of the Contract or upon its termination in any way, the Supplier shall be obliged to hand over the documentation to the Customer free of charge, transfer ownership of the documentation to the Customer and destroy any copies made by the Supplier for the purpose of the Contract.

‍

12.4

Contractual penalty. If the Supplier fails to fulfil its obligation under Provision 12.1, 12.2 or 12.3 of these Terms and Conditions, the Customer shall be entitled to a contractual penalty of CZK 100,000 for each individual breach of this obligation, even repeatedly. For the avoidance of doubt, the Parties declare that payment of the contractual penalty does not extinguish the obligation under Provision 12.1, 12.2 or 12.3 of these Terms and Conditions.

‍

13. Rights from industrial or other intellectual property

‍

13.1

The Supplier undertakes to ensure that no provisions of the Contract or their application unduly infringe the intellectual or industrial property rights of any third parties enjoying legal protection under the law of any state.

‍

13.2

Entitlement. The Supplier hereby expressly declares that it is fully entitled to dispose of industrial and intellectual property rights relating to the Services or their components or the manufacture of the Goods and undertakes to ensure proper and uninterrupted use of items handed over to the Customer as part of the Services/Goods by the Customer or the Customer’s clients.

‍

13.3

Right of use. The Supplier declares that any components of the Services or Goods to which industrial or other intellectual property rights apply shall, from the date of their acceptance, belong to the Customer with a non-exclusive, unrestricted right to use them to the fullest extent possible in accordance with the relevant industrial or intellectual property legislation. The right of use to the Goods is not restricted by time or territory; the right is transferred as an unpaid right, a transferable right with a sub-license right and a right that can be assigned without the necessity of consent from the originator or owner of the industrial or intellectual property. Any type of compensation for the provision of these rights is included in the price of Services or Goods.

‍

13.4

Compensation. The Supplier pledges to ensure that a breach of an obligation on his part specified by this clause or untruth of Supplier's statement will not result in damage to the Customer, or to other parties. The Supplier expressly pledges to compensate the Customer for any damages arising from the breach of these obligations or untruth of statement as well as for all damages and costs that will incur to the Customer as a result of assertion of third party rights towards the Customer.

‍

14. Liability for damage, costs and insurance

‍

14.1

Liability for damage. The Parties agree that for the purposes of determining the extent of compensation for damage caused by the Supplier's breach of the Contract, which is governed by these Terms and Conditions, the Supplier shall be liable for any damage caused to the Customer, the Customer's clients or other persons in connection with the breach of its obligations under the Contract, including damage that exceeds the damage that the Supplier could have foreseen as a possible consequence of the breach of its obligation, including those that arose in the event of force majeure. The Supplier is obliged to pay damages to the Customer in full extent, namely all sums that the Customer expends in connection with the breach of Supplier's obligations following from the Contract, including the costs of Customer's proceedings in connection with the breach of contractual obligations, as well as all costs incurred in connection with defects. The Supplier undertakes to pay the Customer damages in the full amount within 30 days of receipt of the Customer's written notice of these damages.

‍

14.2

Costs. In the event that the Customer's employees perform work or other activities due to a breach of the Contract or these Terms and Conditions, the Supplier is obliged to pay these costs, in the amount charged by the Customer. This shall be without prejudice to the Customer’s right to any other damages.

‍

14.3

Insurance. The Supplier undertakes to arrange insurance for damage caused by defective Services or Goods and damage caused by operational activities in an amount corresponding to the type of Services and operational activities of the Supplier, but at least CZK 10,000,000, no later than the date of signing the Contract. In the event of the Customer's request, the Supplier also undertakes to provide demonstrable evidence by submitting a certified copy of the concluded insurance contract, or a written confirmation from the insurance company on the conclusion of the insurance contract, its subject matter, the amount of the insurance benefit and other facts relating to the concluded insurance contract as required by the Customer. The Supplier must maintain the above insurance in force and uninterrupted throughout the period of performance of the Contract and must immediately inform the Customer in writing in the event of any changes.

‍

15. Force majeure and changes in circumstances

‍

15.1

Force majeure. In the case of the occurrence of events of force majeure, the deadlines for the fulfilment of the Parties' obligations established in the Contract or these Terms and Conditions are extended for the duration of the event of force majeure. The Supplier is obliged to inform the Customer without any unnecessary delay in writing of the occurrence and expiry of the event of force majeure. The Supplier must further inform the Customer in writing without undue delay of the start and end dates of a force majeure event having an impact on their subcontractors. In particular, events such as lock-outs, delays in the supply of subcontractors (unless caused by force majeure), insolvency, pandemic measures, lack of manpower or material are not considered to be force majeure. Force majeure specifically applies to such events as earthquakes, floods, extensive fires or war.

‍

15.2

Changes in circumstances. The Supplier shall assume liability for the risks related to changes of circumstances.

‍

16. Trade secret

‍

16.1

Trade secret. All information provided by the Customer to the Supplier shall be considered confidential and a trade secret. The Supplier undertakes that it shall disclose the existence and content of any agreement between Customer and the Supplier to any third party. The Supplier shall not, without the prior express written consent of the Customer, provide or make available to third parties any information or documents relating to any contract between the Customer and the Supplier, which has already been and/or will be handed over or otherwise provided to the Customer. Prior express written consent is also required in the case of the provision of information by the Supplier to its subcontractors in connection with the performance of any contract between the Customer and the Supplier.

‍

16.2

Contractual penalty. In the event of a breach of the obligations specified in Provision 16.1 of these Terms and Conditions, the Customer shall be entitled to a contractual penalty of CZK 100,000 for each individual breach of these obligations, even repeatedly.

‍

16.3

Duration. The obligations arising from these provisions remain in force even after the termination of any contract between the Customer and the Supplier.

‍

17. Applicable law

‍

17.1

Applicable law. The rights and obligations of the Parties, including the formation of the Contract, its validity and effectiveness, shall be governed by the laws of the Czech Republic, excluding conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

‍

17.2

Civil Code. Under the present Terms and Conditions, the Civil Code denotes Act No 89/2012 Sb., Civil Code, as amended.

‍

17.3

INCOTERMS 2020. If the Contract contains a reference to INCOTERMS 2020, this means a reference to the International Rules for the Interpretation of INCOTERMS 2020 Delivery Clauses, the publication of the International Chamber of Commerce in Paris and its application in the Contract shall become the provisions contained for this clause in INCOTERMS.

‍

18. Arbitration clause

‍

18.1

Arbitration clause. The Parties hereby agree to make reasonable effort to settle any disputes following from or related to this Contract amicably. The Parties further agree that if they do not resolve any dispute or claim arising from the Contract or in connection with it amicably, they shall submit such dispute or claim for final decision in arbitration to the Arbitration Court at the Czech Chamber of Commerce and Agrarian Chamber of the Czech Republic (hereinafter referred to as "Court of Arbitration"). The arbitration proceeding shall be conducted according to the Rules of the Arbitration Court by an arbitration tribunal consisting of three arbitrators. Each of the Parties shall select one arbitrator and those shall then select a third one who will chair the arbitration tribunal. If the elected arbitrators do not agree on the person of the presiding arbitrator within 15 days of their election, or if either party does not elect an arbitrator within 30 days of the other Party's Delivery, the arbitrator shall be appointed by the chairman of the Arbitration Tribunal. The arbitration proceedings shall be held in Prague, the Czech Republic, and it shall be conducted in Czech. The arbitration award issued by the arbitrators shall constitute the final decision in the matter concerned and be binding upon both Parties.

‍

19. Severability, interpretation and changes

‍

19.1

Severability. If any provision of the Contract or these Terms and Conditions is or becomes invalid or ineffective, this does not affect the validity and effectiveness of other provisions of the Contract or these Terms and Conditions. In such a case, the Parties undertake to replace by agreement the invalid or ineffective provision with a new one, corresponding best to the originally intended purpose of the original provision.

‍

19.2

Interpretation. The Parties hereto do not wish for any other rights or obligations, in addition to those expressly agreed hereunder, to be derived from the existing or future business practices established between the Parties or from general trade or sector usage relating to the subject hereof, unless expressly agreed otherwise herein. In addition to the aforementioned, the Parties confirm that they are not aware of any commercial usage or practices established between them.

‍

19.3

Changes. Any changes to this Contract or the Terms and Conditions require written form.

‍

20. Assignment of the Contract

‍

20.1

Assignment of the Contract by the Supplier. The Supplier is authorised to transfer the rights and obligations ensuing from the Contract, or any part of it, over to a third party. By signing these Terms and Conditions, the Supplier grants the Customer express consent to such transfer. The Supplier shall consider the assignment of the Contract legally effective when the relevant contract assignment note is delivered by the Customer to the Supplier, or when a third party sufficiently demonstrates the assignment of the Contract to the Supplier. The Supplier and the Customer have agreed that in the event of non-fulfilment of the obligation assumed by the assignee, the Supplier may not require the Customer to fulfil this obligation instead of the assignee.

‍

21. Documents for the Supplier

‍

21.1

Personal Data Protection. The Customer's personal data processing policy is available at https://www.evektor.com/company/personal-data-protection-policy and the Supplier confirms that it has read this policy.

‍

22. Code of Conduct

‍

22.1

Buyers and Suppliers undertake to abide by ethical principles consisting in reliable fulfilment of their duties and acting with honesty and integrity in all aspects of their business activities. Buyers and Suppliers are obliged to uphold, with regard to their own company, their customers, business partners and the environment, the ethical principles mentioned herein and those based on the basic principles of the UN Global Compact, the ILO Conventions, the UN Universal Declaration of Human Rights, the UN Convention on the Rights of the Child and the OECD Guidelines, as well as the principles of the Global Compact.
‍

As a minimum requirement, Buyers and Suppliers, as well as their employees, are obliged to:

• Comply with relevant legislation in force,
• Avoid conflicts of interest,
• Actively and effectively combat all forms of corruption and bribery, including extortion and fraud,
• Respect the ban on forced and child labour,
• Respect human dignity,
• Ensure fair working conditions,
• Promote the elimination of discrimination in relation to employment,
• Take responsibility for employee health and safety,
• Protect the environment,
• Promote the development and dissemination of environmentally sound technologies,
• Ensure discretion in all respects.

‍

23. CBAM Reporting Obligations

‍
23.1

Suppliers from non-EU countries are obliged to provide the Customer with the information required under Regulation (EU) 2023/956 of the European Parliament and of the Council establishing a carbon border adjustment mechanism (hereinafter referred to as "CBAM"), no later than the 20th day after the end of the aggregation period. Failure to provide this information in its entirety or in a timely manner may constitute grounds for withdrawal from the contract or for payment of a contractual penalty pursuant to 12.4.

‍

‍