General business conditiones

Valid from Februar 2, 2012

1. Conditions for the provision of services
1.1 These General Terms and Conditions ("GTC") regulate the general legal obligations of the Parties under the order or contract, under which the company Variability s.r.o. (Hereinafter referred to as the "Contractor"), provides services to customers (hereinafter the "principal").
1.2 Variant covenants in the agreement take precedence over these GTC.
1.3 The legal relationship established in agreement with the contract or to matters not governed by these GTC applicable laws and regulations, in particular the relevant provisions of the Civil Code and the Law on Business Corporations.

2. Terms
2.1 Contractor - a legal entity that provides services under these GTC.
2.2 Sponsor - legal or natural person who services under these GTC orders with the contractor.  

2.3 Forwarder - contractor in the field of auto transport services
2.4 Order - a business document, the contracting entity ordering services from a contractor, and that meets all the requirements of Section 4 of these GTC.
2.5 Contract - specific contract or framework agreement concluded between the contractor and the contracting authority, which are dealt with various arrangements that deviate from these GTC
2.6 Product - any movable thing that was manufactured, mined or otherwise obtained regardless of the degree of processing.
2.7 Component (a) - any part of the product.
2.8 Controller - a worker who provides inspection or repair work, according to the working instructions.
2.9 Operator - a worker who provides services in manufacturing and non-manufacturing service lines, logistical and other assistance work
2.10 Consultant - worker who provides professional assistance (consultancy services), especially in the field of quality management and production quality.
2.11 Offer/Project - implemented services contractor employees, according to a duly authorized purchase order or contract between the customer and the contractor.
2.12 Operating Instructions - a document to the contract, which is the basic document for the correct execution of inspection services. The document described in each step of work carried out by quality controller at the component.
2.13 Worksheet - a document for evidence of completed orders, which is the basis for billing contracts 

2.14 Documentation - Generally documented procedure, expert analysis, opinion, often a set of documents, which the contractor prepares or coordinates the preparation with the sponsor within the so-called " "Consulting services".   

2.15 Non-Exclusive License - The Contractor grants the Sponsor  the right to use business secrets or documentation, with the Contractor retaining the right to grant another license for the same business secret for the same documentation and for the same territory. Exclusive licenses are not expressly granted, it is a non-exclusive license.

3. Offered services
3.1 The subject of our services ("Services") pursuant to these GTC are in particular:
a) services in the area of ​​performance monitoring, classifying services, repairs, measuring, testing, analysis; hereinafter "control service". By default, these inspection services dealt with the order or framework contract with the customer.
b) services in manufacturing and non-manufacturing service lines, logistical and other assistance work; hereinafter referred to as "operator services". By default, these services are handled order or framework contract with the customer.
c) technical assistance (consulting services), especially in the field of quality management and production; hereinafter referred to as "consulting services". By default, these services are handled order or framework contract with the customer.  

d) services in the field of road transport, the "Autotransport services". By default, these services are handled order or framework contract with the customer.

4. Order Service
4.1 Ordering service must always be made in writing.
4.2 The order must contain at least the following elements
4.2.1 Company authority which orders Services
4.2.2 Name, surname, job function, worker's sponsor who orders the service.
4.2.3 Head Office
4.2.4 Instead of exercising to implement these services.
4.2.5 Call worker contracting authority in the place of performance.
4.2.6 Number and name components
4.2.7 An exact description of these services
4.2.8 Commencement of these services
4.2.9 The expected date of completion of these services.
4.2.10 The required number of inspectors or quality operators.
4.2.11 Required (estimated) shift operation.
4.2.12 Name, Last Name, phone number, email address of a contact person for billing. (Sponsor's responsibility to send the latest 3 rd day after the beginning of the contract).
4.2.13 Specific arrangements price list.
4.2.14 order can include other arrangements by the client (eg. The requirement for security contractor working tools).

4.3 The contractor shall send the order form by e-mail to the contracting authority. Alternatively, the contractor will prepare an order form, according to information provided to him by the contracting authority, and then forward the mail to the contracting authority.
4.4 The sponsor fills or completed order form. Duly completed and signed order shall forward the email to the contractor, to the address info@variability.cz.
4.5 The Contractor shall check all essentials order or complement missing after consultation with the authorized employee of the contracting authority,
4.6 The order will come into the nature of the contract until the signature by the contractor. The approved order is sent to the contractor at the email address of the contracting entity authorized employee who signed the order. Upon receipt of proper approved by both parties duly signed order, this order becomes binding contract between the customer and the contractor.
4.7 The Contractor shall not be obliged to accept the binding order sent by the contracting authority. Such a binding order of the contracting authority loses its validity if it is not properly signed and sent to the contractor in accordance with paragraph 4.6 the contracting authority back, and within 24 hours of receiving the order.

5. Implementation services and obligations of parties
5.1 Implementation Services
5.1.1 Implementation of inspection services
a) Creation of work instructions
b) The training of inspectors for the quality of work instructions
c) Perform a (corrections) products
d) Evidence of defects conforming products or according to other customer requirements
e) Evidence Worksheet (report)
f) Sending of an electronic report to the customer
5.1.2 Implementation of operator services
In the case of operator services contractor usually only gives employees the contracting authority. Implementation of such a contract is fully within the competence and responsibility of the submitter. Contractor employees can register their working time in the records of the work statement.
5.1.3 Implementation Consulting Services
Consulting services take place only on the basis of specific contracts. In exceptional cases, single contract, consulting services performed on the basis of a duly approved orders, and according to Section 4 of these GTC.

5.2 Contractor's Obligations
5.2.1 It is the responsibility of the contractor to ensure the initial training of contractor personnel in the field of health and safety at work and fire protection.
5.2.2 It is the responsibility of the contractor, if the contracting authority and the contractor agreed another way to secure employees of the contractor for the work of the current range of personal protective equipment, hereinafter referred to as "PPE". These are mainly PPE, safety footwear and protective gloves.
5.2.3 It is the responsibility of the contractor, if the contracting authority and the contractor agreed another way to secure employees of the contractor for the inspection services of basic working tools, "ZPP". These ZPP means, in particular identification labels, stationery, necessary forms, markers.
5.2.4 It is the responsibility of the contractor not to initiate control services unless the developed work instructions, which is also approved by the client and contractor

5.3 Obligations of the contracting authority
5.3.1 It is the responsibility of the contracting authority to secure the place of service in terms of fulfillment of all legislation in the field of health and safety at work and fire protection.
5.3.2 It is the responsibility of the contracting authority to ensure staff training administrator in the field of health and safety at work and fire protection, according to the internal regulations of the contracting authority.
5.3.3 It is the responsibility of the contracting authority to secure suitable premises for the provision of the services offered. Services are conducted in the sponsor's premises or in the premises of his suppliers or customers. The exact place to perform the services must be specified in the order or contract.
5.3.4 It is the responsibility of the contracting authority to allow the contractor to carry out the agreed deadline ordered services and provide necessary assistance to carry out these services.
5.3.5 It is the responsibility of the contracting authority to check and approve the work instruction. Any changes that may affect the implementation of the contract must be clearly recorded in the job instruction and signed by an authorized employee of the contracting authority and the contractor.
5.3.6 It is the responsibility of the contracting authority at the end of the shift is always to sign a time sheet submitted by the contractor's employees.
5.3.7 It is the responsibility of the contracting entity dispute the report sent within 3 working days. On the subsequent rift may not be taken into account by the contractor.
5.3.8 It is the responsibility of the contracting authority for the implementation of secure logistics services, such as bringing in / garbage components, so as to avoid unnecessary stoppages.
5.3.9 It is the responsibility of the contracting authority to secure a seat for a change of clothes and personal belongings workers postponing contractor.

5.3.10 It is the responsibility of the sponsor to provide training for workers of contractor safety regulations, operating instructions, production, technology and labor law or other regulations that are necessary for performing the work of employees of the contractor. It is also the responsibility of the sponsor to enter the job according to employee qualifications of the contractor and provide the necessary training with a demonstrable track record of training.

5.3.11 It is the responsibility of the contracting authority to ensure appropriate conditions for the provision of the services offered. These include the following: adequate lighting conditions; desk; suitable place for storing the components OK, NOK component or components on the assessment.

5.4 Obligation sponsor
5.4.1 In the event that the sponsor establishes cooperation with any contractor worker who has participated in the engagement with the sponsor or otherwise, whether such cooperation will be based on a contract of employment, off-work or other contracts, during the (twelve) months from the termination of the contract or within 24 (twenty four) months of termination of the contract in the case of another method of establishing cooperation, the Sponsor undertakes to pay to the contractor a contractual fine for each contractor's employee of 80 000 , - CZK, for each employee of the contractor employed min. 2 years for the contractor 150 000 CZK and for each manager of the contractor 250 000 CZK at the request of the contractor no later than one month after the receipt of this notice by the Sponsor.
The establishment of such cooperation may also be considered to be the performance of employment with the contracting entity through a labor agency or a similar interested company which carries out the activities of the Sponsor.

5.4.2 Payment of the contractual penalty, see paragraph 5.4.1, the Contractor's right to compensation for damages is not prejudiced in the case of non-observance of ethical procedures (eg unfair competition, unfair commercial practices, etc.). The Sponsor further undertakes in this case to pay to the Contractor a contractual fine of 250 000 CZK for each individual breach / individual employee as a flat-rate indemnity on the part of the Contractor at the request of the Contractor not later than 1 month after receipt of this notice by the Sponsor .

5.5 Obligation transport service
Forwarder provides transport services only to their own haulage vehicles. Haulage contractor assumes all responsibility and risk for haulage vehicles, personnel hoists providing haulage services and components are contained, or material things, "the insured thing."

5.6 Protecting the know-how of the contractor

5.6.1. Sponsor acknowledges that the method of execution services and activities of the contractor with the implementation services related to the subject of the know-how of the contractor, the contractor protects and conceals that is not commercially available and which represents the economic value of the property of the contractor, and is committed to the rights of the contractor to know -how to respect. The contract, purchase order or these Terms will not constitute, for the sponsor no rights to know-how of the contractor. The sponsor undertakes in particular know-how of the contractor not being used and is not disclosing or not to disclose it to third parties. This commitment to sponsor lasts throughout the duration of the cooperation between the parties under the contract or order and then for a period of ten (10) years from the termination of cooperation between the parties.

5.6.2 The Sponsor notes that, when the Contractor draws up the documentation, the "Documentation" is an author's work within the meaning of Act No. 121/2000 Coll., On Copyright, on Rights Related to Copyright and on the Modification of Certain Laws (Copyright Act), as amended, and is protected by copyright law and other legal regulations in the following manner. The property rights to this documentation as a part are only authorized by the contractor. The contract, order or these GTC do not create any rights to the contractor's documentation for the sponsor. In particular, the sponsor undertakes to use the documentation of the contractor only for his / her own needs and not to distribute it and to not pass it or make it available to third parties. Without the prior written consent of the contractor, the documentation may not be reproduced, disseminated, leased, displayed or lent to third parties in any way, and the content of the documentation may not be disclosed in any form or public. This commitment of the sponsor  takes place throughout the duration of the cooperation between the parties under the contract or order and subsequently for a period of 10 (ten) years after the termination of the cooperation between the contracting parties. This is a so-called "non-exclusive license". The Sponsor may modify, modify and update the submitted documentation only for its own needs.

5.6.3. In the event that the sponsor  violates the contractor's know-how obligation in any way to not use or pass it or disclose it to third parties under paragraph 5.6.1. Of this Business Terms and Conditions and / or the obligation to use the documentation solely for your own needs, not to extend it or to pass it or make it available to third parties pursuant to paragraph 5.6.2. Of this Business Terms and Conditions, the sponsor  undertakes to pay the Contractor a contractual fine of 250 000,- CZK for each individual violation as a flat-rate indemnity on the part of the Contractor at the request of the Contractor not later than 1 month after receipt of this notice by the Sponsor.

5.7 Representation contractor

In conclusion, management and termination of the contract the contractor is entitled to represent the only statutory body of the contractor. No employee of the contractor does not have permission to enter, manage or terminate the contract.

6. Liability for defective performance
6.1 Control services

In the case of control services, The Contractor is responsible for defects in the performance of the contracting authority, and if not agreed in writing in the individual case differently, and services performed for the contracting authority under the contract in accordance with the contractually agreed quality evaluation criteria will be provided in medium quality, which means that the maximum error rate of 5%. Guarantees thus sorting 95% good parts.

6.2

a) Control services
Defects that are guaranteed must be clearly defined and described in the approved control instruction between the contractor and the sponsor.
b) Operator services
Operator services are provided without guarantee for these services unless agreed in writing in the order or contract between the contractor and the sponsor otherwise. The Sponsor hereby waives all of its rights arising from the defective performance of the Contractor within the Operator's Services.
c) Consulting services
Consultation services are provided without guarantee for these services, unless agreed in writing in the order or contract between the contractor and the sponsor otherwise. The Sponsor hereby waives all his rights from the defective performance of the Contractor within the Consultation Services.
d) Autotransport services
Autotransport services are provided without guarantee for these services, unless agreed in writing in the order or contract between the contractor and the contracting authority otherwise. The Sponsor hereby waives all of its rights arising from the defective performance of the contractor in the context of the road transport services.

6.3 Faults that guarantee must be clearly identifiable, ie. independent of subjective observation.
6.4 Complaints of defects must be sent to the address info@variability.cz, at the latest within 5 days, the sponsor becomes aware of the defect, but no later than within 10 days of the date on which it was granted partial performance, which is subject to complaint. If the complaint is not received within this period, the contractor, the contracting authority has no claim for defective performance, or any other related claims.
6.5 It is the responsibility of the contractor to begin to deal with the complaint without undue delay. The contractor shall send to the contracting authority official position on the complaint within 7 working days. In the event of a warranty for defects depending on method of claim handling contractor; Contractor shall process the claim, either by removing the defect at his own expense, or  provide the sponsor a reasonable discount from the price of performance. Appropriate discount to be calculated using the price of benefits provided by the contractor to the contracting authority in the calendar month in which there was a defective performance, and must match the ratio of the partial defective performance to the overall performance of the provided calendar month, all within 10% of the indemnity for that calendar month.                                                                                                                                                 

6.6 Resolution of complaints is solely the responsibility of the statutory body of the contractor. Contractor employees are not authorized to deal with complaints.

7. Responsibility for damages and injury, insurance
7.1 The Contractor will not become the owner of components taken in order to perform the services. The Contractor shall not be liable for damage or injury caused by defective product.
7.2 The Contractor shall not be liable for damage or injury if the damage or injury occurred in a demonstrable way to force majeure. Under force majeure for the purposes hereof considered especially event of war, a riot, act of terrorism, riot or other bulk violent riots, strike, fire, flood, explosion, accident, sabotage, unfavorable traffic conditions, effects of nuclear energy.
7.3

7.3.1 The Contractor agrees to take over the duration of the GTC entered into a basic liability coverage for damages to the amount of insurance coverage of at least EUR 10 000 000, - CZK. The Contractor further agrees to have concluded liability for damage caused to movables which took the contractor to perform the ordered activities of at least EUR 100 000, - CZK. The Contractor further agrees to have concluded liability for damage caused to movables which the contractor legitimately used in at least 50 000, - CZK. Details of insurance and insurance coverage regulates insurance contract no. 8602906797 concluded with Kooperativa pojistovna, a.s. and insurance conditions of the insurer (www.koop.cz)with whom the sponsor authority met. The sponsor claims that foreseeable damage possibly caused by the failure of the contractor to provide performance exceeding the aforementioned insurance coverage.

7.3.2 Forwarder assumes all responsibility and risk associated with the transportation of "insured things" haulage vehicles after loading the submitter and before starting unloading the Contractor and back. In the case where the authority uses the contractor only for their needs, ie. transportation between the workplace sponsor or workplace transport between the contracting authority and the work of its supplier / customer has all the responsibilities and risks associated with transport haulage vehicles, such as in paragraph above.

Insurance, among other things does not cover damage caused by:
a) defects, which had insured object even before its loading on a vehicle
b) defective, unsuitable or insufficient packing of the insured object,
c) improper loading of the insured object,
d) the loading or unloading of the insured object
Forwarder undertakes to have concluded the statutory insurance for all haulage vehicles. Forwarder further undertakes to take over the duration of the GBC to cover their liability for damage of the goods transported during road transport with the amount of coverage of at least  100,000. - CZK. Details of insurance and insurance coverage regulated insurance contract no. 25585282 concluded with the Česká podnikatelská pojišťovna, a.s and insurance conditions of the insurer with whom the contracting authority met. The sponsor claims that foreseeable damage possibly caused by the breach of duty haulage in the provision of benefits does not exceed the above insurance coverage. The insurance of forwarder covers claims in which the damage occurs in the Czech Republic.

7.4 In light of the above, for the damage or injury as a result of the transactions Contractor limits the liability of the contractor for damage and harm caused to the amount of insurance cover provided for in paragraph 7.3 of this Article these terms and conditions.

The Parties agreed to exclude the Contractor's liability for the damage, so that the contractor is not responsible entities for damage caused by a defect in the provided performance, especially with regard to the potential costs of stopping the production line with the sponsor, the entity subsequent to the end customer's sponsor, the cost of controlling other external companies ordered by the contracting authority of the sponsor, the entity subsequent to the end customer's sponsor, or other costs, whether at the time the transactions contractor predictable or not.

The parties also agreed to exclude the liability of the contractor for damage so that the contractor is not liable to the sponsor  for the damage caused by the defect provided, especially as regards the possible costs associated with the provided "consulting services".


7.5 The insurance covers claims in which the damage occurs in the Czech Republic.

8. Payment terms
8.1 The remuneration for services rendered
The sponsor agrees to pay for the services provided executor of remuneration which is in line with the prices in the order or contract.
8.2 Invoices
8.2.1 payment for services rendered contractor invoice billed by contracting authorities always at the end of each month or at the end of the contract. If the invoice amount exceeds  10 000, - CZK per week will be invoiced for the respective calendar week.
8.2.2 The maturity of each invoice is 14 days from the date of dispatch of the contractor, the day of departure to maturity counted. When in doubt, it is considered that the invoice was delivered to the customer on the third day after dispatch.

8.3 Contractual penalties
8.3.1 In the case of Client's delay in payment of the invoice will be applied a penalty of 0.5% of the invoiced amount for each day of delay.
8.3.2 The agreed contractual penalty of default in the payment of a monetary obligation is exclusively punitive damages and payment thereof shall not affect the Contractor's entitlement to full compensation for the damages caused by the delay in payment by the Client.

9. Confidentiality of documents and information
9.1 The Parties undertake to treat all information obtained during the performance of services such information confidential.

10. Governing Law and Dispute Resolution
10.1 The Parties agree that any disputes arising from the contract or relating to its breach, termination or invalidity shall be resolved amicably - by agreement.
10.2 If an amicable solution is not possible, the parties expressly agreed that any dispute arising from the contract shall be resolved by a general court. This court will be the competent court according to the seat of the contractor.

11. Closing provisions
11.1 The contractor is entitled to these Terms at any time, unilaterally changed.
11.2 The invalidity or ineffectiveness of any of the provisions of these GTC does not affect the validity or effectiveness of these GTC as a whole.
11.3 In the case of a dispute between the language versions of these GTC, the version in the Czech language is always preferred, before the versions in another foreign language.
11.4 Update these Terms shall come into force on the day of September 15, 2018.

 

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