General Business Terms and Conditions of the Montpetrol Group (applying on companies Montpetrol spol. s r.o., Montpetrol Slovakia, s.r.o., SIMGAS, s.r.o., Montpetrol-Plus s.r.o. and Hauke-MP GmbH)

GENERAL BUSINESS TERMS AND CONDITIONS FOR CUTOMER of the Montpetrol Group („Seller“)

I. Preamble

  1. These General Business Terms and Conditions (“GTC“) contain the terms of concluding and performing mainly contracts for work and purchase contracts, between Montpetrol Group and its Contractors – customers. They are drawn up in order to simplify the commercial intercourse, to define the rights and obligations of the contractual parties, mainly in purchase contracts, contracts for work, or contracts for the provision of services or any other similar contracts. GTC are applicable for contracts concluded in a simplified manner (offer acceptance, order confirmation) and also for “complete” contracts (“Contract”). GTC may be viewed at the following web address: www.montpetrol.com 
  2. The Seller reserves the right to conclude any contract, agreement or any change to the contract, only in the written form, unless it is expressly agreed otherwise. It cannot be assumed that the parties have agreed, until the contract or agreement is signed by an authorized person of Montpetrol Group, and thus to claim any pre-contractual liability of Montpetrol in accordance with § 1729 of the Civil Code.

 

II. Introductory Provisions

  1. Montpetrol Group (“Montpetrol“) acting in the position of seller, contractor or supplier of the transaction issued by the below described companies, namely:

Montpetrol, spol. s r.o. with the seat in Hodonín, Brněnská 3585/50b, Postal Code: 69501, the Czech Republic, Id. No.: 63470519, Tax no.: CZ63470519, registered in the Commercial Register at the Regional Court in Brno, Section C, insert 19929,

Montpetrol-Plus, s.r.o. with the seat in Hodonín, U Kyjovky 3901/16, Postal Code: 695 01, the Czech Republic, Id. No.: 01537016, Tax no.: CZ01537016, registered in the Commercial Register at the Regional Court in Brno, Section C, insert 78362,

Montpetrol SLOVAKIA, s.r.o. with the seat in Gbely, Piesky 1607, Postal Code: 908 45, the Slovak Republic, Id. No.: 44655665, Tax no.: SK2022834231, registered in the Commercial Register of the District Court Trnava, Section: Sro, insert no. 23527/T,

SIMGAS, s.r.o. with the seat in Holíč, Pri Kaštieli 1476/17, Postal Code: 908 51, the Slovak Republic, Id. No.: 46197257, Tax no.: SK2023293712, registered in the Commercial Register of the District Court Trnava, Section: Sro, insert no. 27546/T,

Hauke-MP GmbH with the seat in Vienna, Mooslackengasse 17, Postal Code: 1190, Austria, written in the Commercial register of Austrian Republic under the number FN 450053.

  1. Contract: affirmative approval of the parties emerging mutual rights and obligations; in practice of Montpetrol, it is either complete ( "standard") contract, or a contract concluded in a simplified manner, ie. the offer unconditionally accepted by the other Party or the order.
  2. Contract Price: total cost of works, goods or other performance under the contract, excluding VAT and other taxes and charges.
  3. VAT: value added tax; governed by generally binding regulations.
  4. Contractor: buyer, customer, purchaser or recipient of the payment. Legal or natural person with whom is signed or concluded the Contract.
  5. Subcontractor: Contractor helping Montpetrol to fulfil a certain part of its obligation towards another contractor (main buyer), and who is aware of this fact (eg. It is clear from the text of the Contract, contract negotiations, e-mail communication etc.).
  6. Subject of the Contract: work, goods, services or any other performance delivered upon the Contract.
  7. Handover Protocol: a document confirming the proper fulfilment of the Contract (delivery of the goods, handing over the work, supplies of services, etc.), confirmed by the Montpetrol representative, ie. the Delivery note, the handover protocol, etc.
  8. Contractual Documentation: demand, business offer, design, drawing or other documentation, etc. if referred in the Contract; contractual documentation is an integral part of the Contract.

 

III. Binding character of business conditions

  1. These GTC are binding for purchase contracts, contract for works or contracts for the provision of services or any other similar contracts.
  2. The Parties may negotiate and agree they will do business based on other trading conditions than these GTC. Such an agreement must be explicitly included in the text of the Contract.

IV. Contracting

  1. Individual Contracts are concluded based on the proposal for conclusion of a "complete" contract, or based on the orders or offers of Montpetrol (hereinafter the "draft contract"). The draft contract must be signed by the person authorized to act on behalf of the proposer.
  2. The draft is effective only when it contains the following:

a)     Identification and accurate specification of the ordered Subject of the Contract,

b)     Information about the price of the Subject of the Contract without VAT,

c)     Terms of payment,

d)     Delivery place,

e)     Delivery term, or even the delivery time,

f)      Text: “Questions explicitly unsolved in this offer or order confirmation of the customer (Contract) are governed by the General Business Terms and Conditions for Customer of Montpetrol, which are an integral part of this offer or similar document (eg. Customer Order Confirmation, Contract etc.). The Parties got acquaint with the GTC before signing this offer (Contract) and they agree with its content and use for the contractual relation.”; or another text with the same meaning,

g)     Data on counterparty (name, address, person representing the counterparty, registration, Id. No., Tax ID, account no.).

  1. Draft should also contain:

a)     People authorized to accept the Subject of the Contract,

b)     Quality Warranty length,

c)     Conditions for transport of the goods.

  1. The Contractor confirms to read the GTC and to agree with them by accepting the offer or sending the order (Contract). 
  2. The acceptance of the draft for concluding the contract is confirmed by the signature, indicating the name and surname, the name of the entity on behalf of which is the contract conducted; and for legal persons indicating also the position of the person authorized to sign the contract.
  3. By concluding the contract, the Contractor undertakes to take over the goods, finished work or accept any other performance defined in the Contract, including all documents related to the Subject of the Contract, in place and time given in the Contract. Customer is obligated to take over the delivered goods, performed works or any other performance, in the agreed place and time and pay the agreed price. The proper delivery of goods, performance of work or other performance is confirmed by signing the document (eg. the delivery note, handover protocol, etc.) by the Customer.
  4. Unless specified otherwise in the Contract, the Customer pays the transport costs to the destination. The Seller chooses the mode of transport, with regard to the nature of the Contract, but the Customer has the right to request a different mode of transport at his own risk.
  5. By concluding the Contract, the Contractor confirms that prior entering into the Contract, he carefully considered the possible risks arising from the performance of the Contract and he accepts these risks. The Seller and the Contractor take the risk of a change in circumstances in accordance with § 1765 paragraph 2 of the Civil Code.

V. Saving clauses, changes and addition of GTC

  1. Seller precludes to accept a draft contract with an amendment or deviation in accordance with § 1740 paragraph 3 of the Civil Code. If the Contractor attaches, before or concurrently with the signing of the draft contract, any amendments, objections to its content, differences or other changes; it will be considered for a counter-proposal, which requires an approval of the Montpetrol. In this case, the Contract will be concluded only after accepting such a counter-proposal by the Seller.
  2. The Contractor has the obligation to notify the Seller of any performance deviation, failing to do so, it shall be deemed he accepts the performance of the contract in the desired scope.

 

VI. Billing and payment

Unless the contract expressly arranges otherwise, the agreed price for the Subject of the Contract is paid as follows:

  1. After the proper delivery of the Subject of the Contract, the Seller issues an invoice in the agreed price. The invoice must contain the terms required by the generally binding regulations.
  2. The due date is 21 days after the invoice issuance date, if it is not agreed otherwise. The invoice is considered to be paid on the date the payment is credited to the account of the Seller. Paid will be by bank transfer to the account indicated on the invoice.

 

VII. Quality of the performance

  1. The Seller is obligated to deliver the Subject of the Contract in accordance with the Contract conditions.

 

VIII. Delivery of the Subject of the Contract

  1. The Seller, unless the parties agreed otherwise, may provide a partial or incomplete performance of the Contract, in particular regarding to the deadline specified in the Contract. Documents to the delivery can be supplied subsequently.
  2. In case of contract for work, an obligation of the Contractor to perform the work is fulfilled with the completion of the work in accordance with the Contract and by handing over the complete works, including all necessary documents. The Seller is entitled to take over the work even with minor defects and backlogs, which itself or in connection with others do not prevent of the proper use of the work. These defects and backlogs will be eliminated upon the agreement of both Parties.
  3. In case of the purchase contract, the goods or objects are considered to be duly delivered upon the signing of the document supplied with the delivery (eg. delivery note or similar document).
  4. Handover Protocol on the delivery of the Subject of the Contract has to be drawn up, or at least a delivery note has to be confirmed or any other similar document. Handover Protocol includes at least following:

a)    definition of the delivered Subject of the Contract in a way it cannot be confused with another subject,

b)    delivery date of the Subject of the Contract,

c)     signatures of responsible people handing over the subject; including their name, position, and entity they represent.

 

IX. Control of the Subject of the Contract

  1. People authorized to handover and takeover of the Subject of the Contract, or other people determined in the Contract, are obliged to carry-out the inspection of the Subject of the Contract during the delivery / handover. The Subject of the inspection is the compliance of the Subject of the Contract with the Contract (quality, quantity, compliance with the set procedures, guidelines, etc.), and finding out any defects or backlogs.

 

X. Transfer of Ownership and Transfer of Risks

  1. The risks are transferred onto the Customer upon the takeover of the Subject of the Contract by the shipping company and / or by the representative of the Customer.
  2. The ownership is transferred onto the Customer upon full payment of the contract price.

 

XI. Work Defects and Quality Warranty

  1. Contractor provides a contractual quality warranty for the Subject of the Contract in favour of the Customer in the length and scope under the Contract or the Warranty Statement. Conditions in the Warranty Statement must not be less favourable than those resulting from the Contract or from the paragraph 2. Warranty Statement must be submitted no later than upon the acceptance of the Subject of the Contract.
  2. Unless the Contract expressly determines otherwise, the Contractor provides the warranty in accordance with the paragraph 1 for a period of 24 months, and 36 months for the construction works. 12 months is for the interior building equipment.
  3. The warranty period is valid from the moment the Customer accepts the Subject of the Contract via the Takeover Protocol. In case, an assembly or an installation is the Subject of the Contract, the warranty period begins from the day of completion of these activities.
  4. The Customer notifies the Contractor of the defect immediately after its detection. The Customer specifies the defect adequately in the notice (describes and characterizes its impact etc.); also indicates the right enforcement resulting from this defect towards the Seller. The Seller defines a deadline of the defect removal, adequately, taking into account the character and scope of the defect.
  5. The Seller is not responsible for defects not applied on warranty, if he proves the defect was caused by not following the requirements of maintenance, service, or any other conditions resulting from the Contract.

 

XII. Sanctions

  1. In case of any unreasonable delay with the invoice payment of the Customer, the Seller is entitled to claim a late payment interest up to 0.2% of the original sum owed for each day of delay, from the total contract price.
  2. In case of delay of the Contractor to handover the work or to deliver the goods within the agreed term, the Customer is entitled to demand a contractual penalty up to 0,2% of the total contract price for each day of delay, and the penalty for the delay does not exceed 10% of the total contract price. The penalty does not apply if the Contractor has informed the Customer about the delay, which he could not affect eg. because of the late delivery of material, not caused by the Seller. The fine does not apply also for a period of 30 days, if the Seller is in delay and informed the Customer about this delay.
  3. Damage reimbursement is limited to 30% of the total contract price. Any paid penalty is counted towards the amount of damage reimbursement.

 

XIII. Withdrawal from Contract

  1. Each Party has the right to withdraw from the Contract, if the Contract and/or these GTC or other generally binding regulation set so.
  2. The Party may withdraw from the Contract if the other party significantly breaches the Contract. A substantial breach is considered in particular:

For Seller:

a)    Customer's delay in the invoice payment more than 30 days; neither does the Customer pay the due amount based on the appeal of the Contractor in the additional period, not less than 15 days,

b)    if the Customer is insolvent, in so-called impending bankruptcy; and an execution or insolvency proceedings instituted against the Customer or the Customer goes into liquidation,

c)     in case he seriously breaches the conditions and provisions of this Contract.

For Customer:

a)    Delay in delivery of the Subject of the Contract, longer than 90 days.

  1. The withdrawal from the Contract does not affect an already existing right to contractual penalty.
  2. The Customer is not entitled to cancel the Order. In case of the withdrawal from the order, the Customer pays only the real and proven costs related to the cancelled order, plus the costs related with the administration, up to 15% of the actual invested costs.
  3. The orders concluded between the contractual parties eg. based on the General Contract / Order do not automatically terminate by termination of one order.
  4. The fact the contractual relationship was terminated, does not absolve the Parties from the responsibilities to pay the penalties or compensations for damages incurred during the term of the Contract.

 

XIV. VAT Clause, permanent operation

  1. The Contractor is obliged to truthfully state the information in the Contract whether or not he is a subject to VAT in the country of the seat of the Customer, or whether he is registered for VAT in another EU Member State, or whether is he a foreign person in accordance of the applicable tax laws (ie. his company address, place of business or operational premises, or place of residence or the place where he usually resides is not in the territory of the European Union). In case it is not a foreign person, then the Contractor is obliged to indicate a tax identification number, provided he received it.
  2. In cases, according to the above-mentioned, the person is VAT registered in another Member State of the European Union, it is understood that this person does not have this country residence, place of business or operational premises, unless the Contract states otherwise.
  3. The Contractor is obliged, by concluding the Contract, to notify the Customer without undue delay, no later than 7 days from its occurrence, of any changes in any of the above data. In case of breaching obligations under this Article, the Contractor is obliged to compensate for any damage arising to the Seller as a result of breach of these obligations.

 

XV. Confidentiality

  1. Confidential information are all information and data, regardless of their form, the Seller provides to the Contractor in connection with the mutual commercial intercourse. All this information are considered confidential.
  2. The Contractor makes every effort to prevent that the confidential information will be disclosed to any third party, company or other entity without prior written consent. The Contractor neither issues nor agrees with the issuance of press releases or announcements relating to the Contract or the participation of the Contractor on the contract performance. An exception is the information provided in the extent required by the generally binding legal regulations. The Contractor requires a consent with these restrictions and obligations set out in this provision from all his subcontractors and representatives.
  3. Obligations of the Contractor under paragraphs 1 and 2 remain, also, after the contract termination.
  4. It is not a violation of paragraphs 1 to 3, if the information referred to in paragraph 1 became publicly known, in other way than by unauthorized disclosure or publication prohibited by the Contract.
  5. In case of violation of this article, the Contracting Parties agree on a contractual penalty in the amount of    100 000 CZK for each violation, maximum up to 1 000 000 CZK.

 

XVI. Code of Conduct

  1. Montpetrol Group has joined to the sustainable development consisting of the following:

b)    ethical and honest behaviour,

c)     protection of human rights and the rights of its employees,

d)    health, safety, environment and quality protection,

e)    implementing the management systems in order to increase the efficiency of the production,

f)     compliance with the applicable laws.

  1. The objective of the Code of Conduct fulfilment is to preserve the transparency in business, sustainable development and respect of law.
  2. Questions, suggestions and comments contained in this paragraph shall be resolved by the statutory authority of Montpetrol.

                                                                                                                                                                                                                                                                                                                      

XVII. Closing Provisions

  1. These GTC may be not complied only when a written agreement of the parties is concluded and contained in the Contract. In case of conflict of the Contract and GTC, the contractual provisions are applicable.
  2. Changes and amendments to the Contract must be in the form of written numbered amendment and signed by representatives of the parties authorized to act on their behalf.
  3. Contracts involving these GTC shall be governed by these laws, unless stated otherwise:

a)     Czech law, if the seller has its registered office in the Czech Republic,

b)     Slovak law, if the seller has its registered office in Slovak Republic,

c)     Austrian law, in the case of the company Hauke-MP GmbH.

  1. Disputes arising within the trade relations will always, at first, be resolved by the statutory bodies of the companies; if there is no agreement, or unless the Contract states otherwise, any disputes between the parties arising out of the legal relationship based on the Contract and / or these GTC will be resolved at the general court of the Seller.
  2. The Contracting parties declare that if it happens for any reason that any provision of the Contract is invalid or unenforceable, the remaining provisions of the Contract are valid and effective, unless it is contrary to the purpose of the Contract or if it is not an arrangement that cannot be separated. The Parties undertake to replace such an arrangement with different one, valid and effective, corresponding with its content and meaning as well as possible to the content and meaning of the original one.
  3. The Parties agree, with the acceptance of the Contract, to not apply the provisions of § 1799 and 1800 of the Civil Code on the ineffectiveness of clauses in contracts conducted in an adhesive manner. The Parties hereby declare that the legal relationship based on this Contract in accordance with § 558 paragraph 2 of the Civil Code do not take into account the commercial practices, and thus the commercial and business practices do not take precedence over the provisions of the law, that do not have a coercive effect.
  4. These GTC completely replace any prior General Business Terms and Conditions issued by Montpetrol for the given area of contractual relations.
  5. The Seller is entitled to modify, amend or issue a revision of the GTC.
  6. Terms and conditions are available and can be downloaded at www.montpetrol.com

 

In Lužice, 1. April 2016

       

Ladislav Duchoslav

Montpetrol Group CEO