For suppliers

 

General Business Terms and Conditions of Purchase and Payment 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 OF PURCHASE AND PAYMENT FOR SUPPLIER of the Montpetrol Group („Customer“)

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 spol. s r.o., and/or Montpetrol Slovakia, s.r.o., and/or SIMGAS, s.r.o., and/or Montpetrol-Plus s.r.o. and/or Hauke-MP GmbH and its Contractors – suppliers, contractors, and third parties. 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”).
  2. The Customer 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 Czech Civil Code, § 50a of the Slovak Civil Code or § 936 of Austrian Civil Code (ABGB).

II. Introductory Provisions

  1. Montpetrol Group (“Montpetrol“) include the below described companies acting in the position of seller or supplier, as the case may be, namely:

Montpetrol, spol. s r.o. with the seat in Hodonín, Hodonín, Brněnská 3585/50b, Post 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 no. 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 no. 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 emerge; 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: vendor, contractor, supplier or provider of the performance. 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 customer´s 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, if these GTC are explicitly referenced in the respective order or contract.
  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.
  3. These GTC shall apply to the business relationship between the Contractor and such Seller, who is the contractual party to the Contractor as specified in the Contract; any liability of other members/companies of the Montpetrol Group is hereby expressly excluded.

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 customer (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:
    1. Identification and accurate specification of the ordered Subject of the Contract,
    2. Information about the price of the Subject of the Contract without VAT,
    3. Terms of payment,
    4. Delivery place,
    5. Delivery term, or even the delivery time,
    6. Text: “Questions explicitly unsolved in this order (Contract) are governed by the General Business Terms and Conditions of Purchase and Payment of Montpetrol, which are an integral part of this order (Contract). The Parties got acquaint with the GTC before signing this order (Contract) and they agree with its content and use for the contractual relation.”; or another text with the same meaning,
    7. Data on counterparty (name, address, person representing the counterparty, registration, Id. No., Tax ID, account no.).
  3. Draft should also contain:
    1. People authorized to accept/take over the Subject of the Contract,
    2. Quality Warranty length,
    3. Conditions for transport of the goods.
  4. The Contractor confirms to read the GTC and to agree with them by signing the order (Contract). 
  5. The acceptance of the draft for concludig 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.
  6. By concluding the contract, the Contractor undertakes to properly deliver the goods, perform the works or provide any other performance defined in the Contract, to transfer the ownership right of the Subject of the Contract and to hand it over to the Customer 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.
  7. Unless specified otherwise in the Contract, the Contractor pays the transport costs to the destination, which is the address of residence or the shop of the Customer. The Contractor is obliged to choose properly the mode of transport, with regard to the nature of the Contract. The Contractor is also, in this case, obliged to pack the goods, subject of a work or performance in an appropriate manner to ensure its safe transport.
  8. 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 Customer and the Contractor take the risk of a change in circumstances in accordance with § 1765 paragraph 2 of the Civil Code or similar provisions in other jurisdictions.

V. Saving clauses, changes and addition of GTC

  1. Customer precludes to accept a draft contract with an amendment or deviation in accordance with § 1740 paragraph 3 of the Czech Civil Code or similar provisions in other jurisdictions. 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 signed only after accepting such a counter-proposal by the Customer.
  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. Any deviations ascertained during the delivery and their removal shall be borne by the Contractor. The Contractor agrees that these costs will be deducted from the delivery payment, or from the provided performance.

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, work handover or other performance, the Contractor issues an invoice in the agreed price. The invoice must contain, besides the terms required by the generally binding regulations, also the registration number of the order (Contract), or the general contract number, or yearly orders of the Customer. A copy of the appropriate handover protocol is always an integral part of the invoice.
  2. If the Contractor is registered VAT taxpayer in the customer´s residence country, the invoice must contain required features of a tax document valid in this country. If the Contractor is registered VAT taxpayer in any Member State of the European Union, the invoice must, besides the required terms in the common business, contain the information on the tax identification number.
  3. The due date is 45 days from the receipt of the invoice by the Customer, if it is not agreed otherwise. The invoice is considered to be paid on the date the payment was deducted from the Montpetrol account and the payment will be paid by a bank transfer to the account indicated on the invoice.
  4. If the invoice does not contain the terms or does not include the required documents as specified in paragraphs 1 and 2 above, or its content is contrary to the Contract, then the Customer is entitled to return the invoice to the Contractor. In this case, a new due date of the invoice is valid from the date of delivery the corrected or revised invoice to the Customer.
  5. If the representative of the Customer takes over the delivery or work with small defects and backlogs, or without appropriate accompanying documentation, the Customer is entitled to suspend the payment up to 10% of the contract price, until the defects and backlogs are removed, or all documentation is delivered.

VII. Quality of the performance

  1. The Contractor is obligated to deliver the Subject of the Contract in accordance with the Contract conditions. The Contractor is obliged to act with the utmost professional care when performing the contract obligations. Goods or work must be eligible for a purpose stated in the Contract or to a purpose familiar to the Contractor. Unless the Contract contains detailed specification, must the work or goods comply with the general requirements and quality that are imposed on goods and work of this and similar specification.
  2. The Contractor agrees to deliver / perform the Subject of the Contract in accordance with the generally binding legal regulations and applicable technical standards, relating to the Subject of the Contract, and valid or applicable in the Czech Republic or in the destination country of the Contract. The Contractor is also obliged to deliver a Declaration of conformity to the customer.

VIII. Delivery of the Subject of the Contract

  1. The Customer is not obliged to accept partial or incomplete performance of the Contract, especially he is not obliged to accept the delivery, which will be not delivered in the agreed quantity and quality, or without the required documents.
  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 Customer is entitled (but not obliged) 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.
  3. In case of the purchase contract, the goods or objects are considered to be duly delivered only if they are delivered in accordance with the Contract, in the agreed quantity, quality, place of delivery, within the deadline and with the necessary documentation needed for their normal use.
  4. In addition to the obligations specified in the paragraphs 2 and 3, the condition of the handover and takeover of work or delivery of the goods is also a successful implementation of agreed inspections and tests.
  5. 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:
    1. definition of the delivered Subject of the Contract in a way it cannot be confused with another subject,
    2. delivery date of the Subject of the Contract,
    3. signatures of responsible people handing over the subject; including their name, position, and entity they represent, legibly written.
  6. A part of the Handover Protocol is also a list of any identified defects and backlogs, including the date of their removal.
  7. If software is a part of the delivery, the supplier is obliged to provide also the licences to its fully fledged use.
  8. If intellectual property is a part of the performance, the supplier is obliged to provide a consent with its use.

IX. Control of the Subject of the Contract

  1. Continuous inspection: The Customer is entitled to control the way of implementation of the work and the current state of the level of completion. If the Customer finds that the Contractor breaches the obligation or performs the work in a way rising serious doubts that the work will be performed properly and on time, then he is entitled to withdraw from the Contract; possibly before the withdrawal he can claim for provision of assurance that the work will be performed properly and on time. The Customer's right on compensation or any other rights are not affected by the withdrawal from the Contract.
  2. Takeover inspection: People authorized to handover and takeover of the work or goods, or other people determined in the Contract, are obliged to carry-out the inspection of the goods, works or services during the delivery / handover. The Subject of the inspection is the compliance of work or goods 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, i.e. by signing the Handover Protocol.
  2. The ownership is transferred onto the Customer upon and under the conditions specified by the generally binding legal regulations.

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 60 months for the construction works.
  3. Based on the Contract Warranty, the Contractor is responsible that the subject of the fulfilment of the Contract is fully functional and operational for its purpose as specified in the Contract or any other known purpose, for the agreed warranty period; and it has the properties prescribed by the regulations, technical standards, contract, or standard properties.
  4. 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.
  5. 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 Contractor and the deadline of the defect removal. Montpetrol will determine the deadline adequately, taking into account the character and scope of the defect.
  6. Contractor is obliged to commence the removal of the claimed defect immediately (in 12 hours) after receiving the notice in writing, and promptly remove the defect. The Contractor provides the presence of his authorized representative on site of the detected defect, immediately after the notice, to negotiate the way and term of the defect removal. The Contractual Parties are obliged to draw up a record containing the data about the defect – how it is shown, its impact, scope, consequences, way and term of its removal. 
  7. Unless agreed otherwise, (i) the defect preventing from the proper use of the goods or work must be removed within 24 hours from its notice, and (ii) when the defect requests the cooperation of the equipment manufacturer or the material supplier, the method and term of the defect removal will be agreed in cooperation with Montpetrol; the Contractor executes the actual removal of such defect within 24 hours from the material delivery or determination of the method of repair by the equipment manufacturer or the material supplier.
  8. The contracting parties can agree on the method different from the previous provisions in paragraphs 6 and 7 of this article in a specific case and in writing.
  9. The Contractor is obliged to remove defects not applied on warranty at his own expenses.
  10. The Contractor 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, and in case Montpetrol was obviously familiarized with these conditions.
  11. The Customer is entitled to carry out all not-removed defects at his own expenses and the Contractor is obliged to pay these expenses increased by 15% (administrative costs etc.) to the Customer. 

XII. Sanctions

  1. In case of any unreasonable delay with the invoice payment of the Customer, the Contractor is entitled to claim a late payment interest up to 0.2% of the original sum owed for each day of delay, up to 10% of the contract price.
  2. Montpetrol is entitled to demand a contractual penalty up to 2% of the total contract price for each day of delay, in case the Contractor delays to handover the work or deliver the goods within the agreed deadline. The rate of the contractual penalty doubles starting from the 15th day of the delay. The fine for the delayed payment shall not exceed the total cost of work / performance.
  3. If the Contractor is a subcontractor and if he is aware of this fact (eg. it is clear from the e-mail communication, order or the text of the contract), the Customer is entitled to demand a contractual penalty up to 5% of the total contract price per each day of delay.
  4. In case the Contractor performs the work contrary to his obligations, in particular with the Art. VII. of these GTC, and the Contractor fails to provide the required assurance in accordance with the Art. IX. Paragraph 1, the Customer is entitled to demand a contractual penalty up to 20% of the contract price.
  5. In case the Contractor delays to remove the defects in the deadline according to the Art. XI. Par. 6 and 7 of these GTC, the Customer is entitled to demand a contractual penalty up to 5 000 CZK for each day of delay.
  6. The right to a contractual penalty arises for each breach of contractual obligations. The Customer´s right on compensation is not affected by these GTC provisions about the contractual penalties; provisions § 2050 of the Czech Civil Code or similar provisions in other jurisdictions shall not apply. The paid penalty should not be counted as the defect removal.
  7. The contractual penalty or interest is automatically charged against to the outgoing payment of the Contractor.
  8. In other cases, the contractual penalty or the interest from the delay are payable within 30 days from the date of dispatch of the payment call.

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 Customer:

  1. Customer's delay in invoice payment more than 60 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,

For Contractor:

a)    Failure to meet the delivery term of goods or handover of the work, if the Contractor is a subcontractor,

b)    Delay in delivery of the goods or handover of the work, longer than 30 days.

  1. The Customer can withdraw from the Contract also when it is obvious from the communication between the parties, already before the Contractor´s delay, that the Contractor fails to meet his obligation in the agreed deadline.
  2. In case the Contractor is a subcontractor, the Customer is entitled to withdraw from the Contract, if the Contract with a major customer was terminated based on his legal act. In this case, the company Montpetrol is obliged to pay compensation in the amount of 5% of the contract price, maximum up to 300 000 CZK.
  3. The withdrawal from the Contract does not affect an already existing right to contractual penalty.
  4. The Customer is 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.
  5. 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 Order (Contract).
  6. The orders concluded between the contractual parties eg. based on the General Contract / Order do not automatically terminate by termination of one order.

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 Customer as a result of breach of these obligations.
  4. If the Contractor is registered value added tax payer in the Czech Republic, he at the same time declares by signing the Contract that he is reliable payer under § 106a of the Act no. 235/2004 Coll., on Value Added Tax,  as amended or similar provisions in other jurisdictions. During the period of Contract validity, the Contractor is obliged by the Contract to notify Montpetrol of any change in this entry (ie. he has acquired or lost the status of a reliable payer), within three (3) working days from the decision of the competent financial authority. During this period, unreliable payer is also obliged to notify the Customer, in writing, of the bank account number of the tax authority for the VAT payment by the unreliable payer. In case of breach of this reporting obligation or stating a false declaration under this provision, is the Customer entitled to demand a contractual penalty in the amount of 10 000 CZK for each violation.
  5. The Contractor, who is a foreign entity, declares by signing the Contract to not have any operational premises in the Czech Republic. At the same time, he declares to not have any contract based on which, in accordance with the legislation, might occur an establishment of operational premises. If the Contractor has a permanent operation in the Czech Republic or if a permanent operation in the Czech Republic is established in accordance with the legislation, or concludes a contract based on which occurs this establishment, then the Contractor is obliged to notify the Customer of this fact before the conclusion of the Contract no later than 30 days. Failing to observe this obligation the Contractor is obliged to pay or reimburse the costs of any damage arising to the Customer.

For companies Montpetrol SLOVAKIA, s.r.o. and SIMGAS, s.r.o. applies following:

  1. The Contractor declares that on the date of conclusion of the Contract did not occur any reasons for cancellation of the value added tax registration of the Contractor in accordance with § 81 par. 4 letter b) of the second point of the VAT Act and he is not published in the list of VAT payers indicating reasons for cancellation of the VAT registration, registered at the Financial Directorate of the Slovak Republic (hereinafter "list by FR SR").
  2. In case, at any time after the conclusion of this Contract and before the expiration of this Contract occur reasons for cancellation of the value added tax registration of the Contractor in accordance with § 81 par. 4 letter b) of the second point of the VAT Act and / or the Contractor will be published on the list registered at the FR SR, then the Contractor is obliged to notify of this fact the Customer no later than 3 days of its origin. In case the Contractor fails to notify the Customer in writing of this fact, the Customer has the right for compensation for all and any damage incurred as a result of the failure to notify the Contractor, in particular reimbursement of the value added tax, which he, as guarantor, has paid instead of the Contractor according to § 69 paragraph 14 and § 69b of the VAT Act.
  3. The parties also agreed that in case such fact arises, at any time after the Contract conclusion and before the Contract expiration, the Customer has the right to withhold an amount corresponding to the value added tax of the specific invoice from the payable parts of the Price (recompense).
  4. The Customer shall pay to the Contractor retention money no later than 60 days after the Contractor proves to the Customer that he has been deleted from the list registered at FR SR.
  5. In case the Customer, as a guarantor, in accordance with § 69 paragraph 14 and § 69b of the VAT Act, pays the value added tax instead of the Contractor, the Customer is entitled to meet his claim for compensation - value added tax paid instead of the Contractor, arising as a result of this to the Customer, its inclusion with the claim of the Contractor to the Customer for retention payment, and the Contractor unconditionally and irrevocably agrees with this.

XV. Occupational Safety and Environmental Protection

  1. The Contractor (all his employees, subcontractors) is required, during the performance of the Contract, to constantly prevent any accidents, injuries, danger of safety of the people, damage of the Customer´s property or third parties’ property, damage to reputation of the Customer; the Contractor is obliged to behave in an environmentally responsible way and if the activities connected with the contract performance affect the environment, to manage and organize works and procedures in a way to prevent negative impact of the activities on the environment respectively minimize the environmental threats.
  2. The Contractor also agrees to act in accordance with the applicable laws and regulations of the government and other bodies, related to the environmental protection and occupational safety, during the contract performance; and the Customer is entitled to check this at any time.
  3. If the Contractor adversely affects the environment, the Customer is entitled to take all necessary measures to eliminate such adverse action. The measures will be carried out at the expense of the Contractor, if the Contractor fails to carry out these measures. The Customer is also entitled to withdraw immediately from the Contract.
  4. The Contractor compensates the Customer for any costs and reimburses the Customer for any damages (including any imposed penalties or other sanctions), arising to the Customer as a result of the fact that the Contractor has violated the obligations stipulated by generally binding legal regulations or any public regulations relating to the performance of the contract for work or the purchase contract.

XVI. Confidentiality

  1. Confidential information are all information and data, regardless of their form, the Customer provides to the Contractor in connection with the mutual commercial intercourse. All this information are considered confidential.
    1. 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.
    2. Obligations of the Contractor under paragraphs 1 and 2 remain, also, after the contract termination.
    3. 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.
    4. In case of violation of this article, the Contracting Parties agree on a contractual penalty in the amount of 100 000 CZK (or 3.700 EUR) for each violation, maximum up to 1 000 000 CZK (or 37.000 EUR).

 

XVII. Code of Conduct

  1. Montpetrol Group has joined to the sustainable development of the business and expects its suppliers and sub-suppliers to support compliance with the regulations and principles expressed in the Code of Conduct consisting of the following:
    1. ethical and honest behaviour,
    2. protection of human rights and the rights of its employees,
    3. health, safety, environment and quality protection,
    4. implementing the management systems in order to increase the efficiency of the production,
    5. compliance with the applicable laws.
  2. The objective of the Code of Conduct fulfilment is to preserve the transparency in business, sustainable development and respect of law.
  3. Questions, suggestions and comments contained in this paragraph shall be resolved by the statutory authority of Montpetrol.

XVIII. 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. The Seller is not entitled to assign all or any part of the claim, without the agreement of the debtor, to the third party.
  4. Contracts involving these GTC shall be governed by these laws, unless stated otherwise:
    1. Czech law, if the seller has its registered office in the Czech Republic,
    2. Slovak law, if the seller has its registered office in Slovak Republic,
    3. Austrian law, in the case of the company Hauke-MP GmbH.
  5. 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 Customer.
  6. 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.
  7. The Parties agree, with the acceptance of the Contract, to not apply the provisions of § 1799 and 1800 of the Czech Civil Code or similar provisions in other jurisdictions 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 Czech Civil Code or similar provisions in other jurisdictions 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.
  8. These GTC completely replace any prior General Business Terms and Conditions issued by Montpetrol for the given area of contractual relations.
  9. The Customer is entitled to modify, amend or issue a revision of the GTC.
  10. These GTCs are available in English, Czech and German. The parties agree that the German text shall take precedence over the English translation in the event of contradictions, differences in interpretation and terminology.
  11. GTC may be viewed at the following web addresses: www.montpetrol.com , www.montpetrolplus.cz and www.hauke.at.

 

1. October 2016

       

Ladislav Duchoslav

Montpetrol Group CEO