General Purchase Terms & Conditions

These General Purchase Terms and Conditions (hereinafter the "Terms and Conditions") regulate the rights and duties of Vodafone Czech Republic a.s., with the registered office at Vinohradská 167, 100 00 Prague 10, ID 25788001, Tax ID CZ25788001, registered in the Commercial Register maintained with the Metropolitan Court in Prague, Section B, File 6064 (hereinafter "Vodafone") and its suppliers when providing the performance to Vodafone specified in an order sent by Vodafone to the supplier concerned. The Terms and Conditions constitute the General Business Terms and Conditions pursuant to section 273 of Act No. 513/1991 Sb., Commercial Code. The Terms and Conditions regulate the rights and duties of the Parties to the Agreement (as defined below) if no other written agreement has been entered into by and between Vodafone and the Supplier on the performance concerned. In case of discrepancies between the Order and the Terms and Conditions the provisions of the Order will prevail.

I. Definitions

1. "Supplier" means, for the purpose of the Terms and Conditions, the entity (an individual or a legal entity) that is specified as a supplier in an order of Vodafone.
2. "Goods" means, for the purpose of the Terms and Conditions, the subject of the purchase or subject of the work or services specified in the Order.
3. "Order" or "Purchase Order" means, for the purpose of the Terms and Conditions, a proposal for entering into the Agreement delivered by Vodafone to the Supplier concerned. The Order must contain specification of the Goods, in particular, the subject of performance, required quantity and price of the Goods or method of its additional determination; without such particulars a document cannot be considered to be the Order hereunder.
4. "Agreement" means, for the purpose of the Terms and Conditions, (depending on the subject matter of the Agreement) a purchase agreement and/or an agreement on work done and/or innominate agreement entered into by and between Vodafone and the Supplier under Article 2 hereof.

II. Entering into the Agreement

1. The Agreement is entered into by and between the Supplier and Vodafone under the Terms and Conditions only if the Supplier delivers an acceptance of the Purchase Order to Vodafone at the address specified in the Purchase Order within three (3) business days from the moment when the Supplier receives the Order. If the Supplier delivers the Purchase Order acceptance after expiration of the specified deadline, the Agreement is entered into only if Vodafone approves the delayed acceptation in a written form within five (5) business days after Vodafone receives the delayed acceptation of the Supplier.
2. To avoid any doubts, unless the Purchase Order stipulates otherwise, the Agreement will be entered into also if the Supplier accepts the Purchase Order by fax or by email within the above-specified period of time. Any act made by fax must be signed by an authorised person of the party concerned and is considered to be a written act of will.
3. Except for paragraph 1 of this Article, the Agreement is entered into at the moment when Vodafone receives the Purchase Order acceptation. The Agreement consists of the Purchase Order and the Terms and Conditions. If the Agreement is not entered into, Vodafone is not bound by the Purchase Order.
4. The Supplier's acceptation that contains any reservations, changes or comments as to the Purchase Order or the Terms and Conditions or which contains any deviations from the wording thereof will not constitute the acceptation under paragraph 1 of this Article, but it will be a new proposal for entering into the Agreement. Vodafone is entitled to accept or reject such a new proposal; if the proposal is accepted the Agreement is entered into at the date when acceptance of the new Supplier's proposal is notified to the Supplier.

III. Subject of the Agreement

The Subject of the Agreement is a commitment of the Supplier to deliver the Goods to Vodafone and to transfer the title to the Goods to Vodafone and Vodafone's commitment to take over the Goods supplied duly and in time by the Supplier to Vodafone and to pay the Supplier the agreed fee.

IV. General Rights and Duties








1. The Supplier may use third parties to perform the Agreement only with a prior approval of Vodafone; however, the Supplier will be responsible for such performance as if the Supplier himself provided the performance.
2. The Supplier is obliged to deliver the Goods to Vodafone duly and timely. When performing the Agreement, the Supplier shall proceed with due professional care and diligence and in accordance with instructions of Vodafone. If the Goods are delivered to premises used by Vodafone, the Supplier will be obliged to observe internal regulations of Vodafone that the Supplier has been acquainted with.
3. The Supplier undertakes that at the time of the Goods' delivery to Vodafone, the Goods will meet applicable legal, technical, safety, hygienic and similar standards, as well as the environmental regulations (hereinafter the "Standards") and will be delivered in accordance with instructions of Vodafone.
4. The Supplier shall inform Vodafone immediately about any circumstances ascertained when performing the Agreement or in connection therewith which could influence performance of the Supplier. The Supplier is also obliged to inform Vodafone about unsuitable instructions given by Vodafone to the Supplier under the previous paragraph.
5. Vodafone undertakes to provide the Supplier any assistance which is required by the Supplier and which is necessary for duly and timely performance of the Agreement.

V. Delivery of the Goods and Transfer of the Title

1. Unless another person or place is specified in the Purchase Order, the Supplier shall fulfil his duty to deliver the Goods by handing over the Goods to Vodafone at the registered office of Vodafone. The Parties will make a delivery record on handing over and taking over the Goods. Also a delivery note of the Supplier signed by representatives of both Parties will be deemed to be the delivery record.
2. The Supplier undertakes to hand over the Goods to Vodafone complete and without any defect (both factual and legal) within the date or within the period of time specified in the Purchase Order (hereinafter the "Deadline"). If the Deadline is not determined in the Purchase Order, the Supplier shall deliver the Goods to Vodafone forthwith, however, no later than within ten days from entering into the Agreement.
3. If it is usual or necessary with a particular kind of Goods, when delivering the Goods the Supplier shall also hand over to Vodafone all necessary documents to the Goods (instructions, manuals, etc.) in the Czech language. If it is usual for a certain kind of the Goods, the delivery of the Goods will also include training of persons determined by Vodafone and carrying out checks provided that the training and the checks are always included in the price of the Goods unless specified in the Order expressly otherwise.
4. The Supplier shall deliver the Goods in the packaging that is suitable and guarantees that the Goods are not damaged during the transport provided that the Goods are handled in usual manner. The Supplier is deemed to be a producer of the waste that results from assembly (if any) of the Goods (including the packing of the Goods) and is obliged to ensure disposal of such waste at its own costs.
5. The Supplier shall hand over the Goods to Vodafone free of any commitments, claims or rights of third parties.
6. Vodafone is not obliged to take over the Goods if the Goods are not complete or if the Goods are defective or do not meet the purpose of the Purchase Order known to the Supplier. In such a case the Supplier is in delay with the Goods delivery as if the Supplier did not deliver the Goods within the Deadline. The Supplier shall either remove the defects within the reasonable period of time determined by Vodafone or shall deliver new Goods to Vodafone within the same time limit. The right of the choice is with Vodafone.
7. Both Parties will sign the delivery record only after the Goods are handed over free of defects. If the Supplier does not deliver the Goods within the determined Deadline and/or does not remove the defect of the Goods within the determined period of time or if the Supplier does not exchange the Goods for new Goods (at request of Vodafone), Vodafone is entitled to withdraw from the Agreement.
8. The title to the Goods will pass to Vodafone after the delivery record is signed by both Parties. At that moment the risk of damage on the Goods will also pass to Vodafone.

VI. Liability for Defects

1. The Supplier is responsible for the defects of the Goods at the time of the delivery record signing by both Parties. The Supplier will be responsible for the defects occurred on the Goods during the warranty period (as defined hereinafter). Unless the Supplier or a manufacturer guarantees longer warranty period, the warranty period will be 24 months (hereinafter the "Warranty Period"). The Warranty Period will start to run on the day following the signature of the delivery record by both Parties.
2. The Supplier undertakes that during the whole Warranty Period the Goods will have the quality agreed in the Agreement and the quality required by the Standards or the quality usual with respect to the purpose of the Goods use.
3. The Supplier shall remove the defects forthwith, however no later than within ten (10) business days from the defect notification by Vodafone. Any and all costs on the defect removal will be borne by the Supplier. If the defects are not removed within the determined time limit, Vodafone is entitled to exercise its right stipulated by the law, in particular, to withdraw from the Agreement or to arrange for the defect removal by a third party at the costs of the Supplier, which will have not effect on the quality guarantee.
4. The Supplier will not be responsible for the defects occurred due to wear and tear, due to unprofessional use or treatment of the Goods or due to the use of the Goods for other purpose than the purpose which the Goods are determined for.
5. If a dispute arises about justification of a complaint, Vodafone will ensure that an opinion be made by a sworn expert whereby it will be determined whether a defect subject to warranty conditions is concerned or not. If the expert states that a defect subject to the warranty is concerned, it is the Supplier that will cover the costs on the expertise, otherwise the costs will be borne by Vodafone. The expert's opinion will be binding for both Parties that will settle the complaint in accordance with the conclusion of the expert opinion. The dispute about justification of the complaint will not release the Supplier of its duty to remove the defect. If the expert opinion determines that no warranty defect is concerned, the Supplier will be reimbursed for the costs on the defect removal which were incurred with justification and are common in the place and at the time concerned.

VII. Price and Payment Conditions

1. Vodafone shall pay the Supplier the price set forth in the Order as consideration for due and timely delivery of the Goods. If the Supplier is a VAT payer, the VAT according to applicable law will be added to the price unless the VAT is specified in the Order. The price has been agreed by the Parties as a fixed and final price and includes any and all costs of the Supplier relating to fulfilment of the commitments hereunder.
2. Vodafone shall pay the price by means of a cashless transfer of the respective amount to the Supplier's account according to a payment document issued by the Supplier and delivered to Vodafone (hereinafter also referred to as the "Invoice"). The Supplier is entitled to issue the Invoice after due delivery of the Goods but no later than within fifteen (15) days of the day of performance (taxable supply date with VAT payers) which will be the day of the delivery record signing by both Parties. The invoice issued by the Supplier must be correct.
3. The Invoice will be sent to Vodafone's financial department; it must contain particulars according to applicable legal regulations (with VAT payers, particulars of a tax document, and with VAT non-payers, reasonable particulars of accounting documents) and a number of Vodafone's order (Purchase Order or P.O.). The invoice will be payable within forty-five (45) days of the delivery thereof to Vodafone unless agreed otherwise. If the invoice does not contain the required particulars, or if the Invoice is incomplete or incorrect, Vodafone will have the right to return the Invoice (or a copy thereof) to the Supplier within the maturity period so that the Invoice is corrected or completed. After the new or corrected invoice is delivered, a new, the above-mentioned maturity period will start to run from the beginning.
4. For the purpose of the Agreement the price is deemed settled on the day when the financial amount is debited from Vodafone's account.

VIII. Penalty Agreement

1. If any Party is in delay with any payment hereunder, the other Party is entitled to ask the interest on late payment according to the applicable legal regulations.
2. If the Supplier is in delay with fulfilment of due delivery of the Goods to Vodafone and/or removal of the Goods defects, Vodafone is entitled to ask the Supplier to pay the contractual penalty of 2 % of the Goods price for each (even started) day of delay and the Supplier is obliged to pay such contractual penalty to Vodafone.
3. In the event of a breach of any obligation to keep the information in secret and confidential and to use the information solely for the purpose of the Agreement performance under Article 9 hereof, the non-breaching Party is entitled to ask the breaching Party to pay the contractual penalty in the amount of CZK 100,000 (in words Czech crowns one hundred thousand) for each case of breach.
4. Any contractual penalty hereunder is payable within fifteen (15) days of the contractual penalty statement delivery to the other Party, provided that the statement was issued with justification. An agreement on or a payment of any contractual penalty will not affect compensation of damage, if any.

IX. Confidentiality

1. The Parties undertake to keep confidential the facts relating to the other Party and the subject and performance of the Agreement that will be obtained in connection with the Agreement performance and that is not publicly known and accessible. This obligation will also relate to other facts that will be marked as confidential by the other Party. All the above mentioned is hereinafter referred to as the "Confidential Information."
2. Each Party undertakes to ensure that the Confidential Information is not released and undertakes to protect secrecy of the Confidential Information in the same manner in which this Party protects its business secrecy, but always in the usual manner as minimum. Each Party undertakes that the Confidential Information will not be used for other purpose than the Agreement performance.
3. Each Party is entitled to make the Confidential Information accessible to its legal or tax and accounting advisors (hereinafter the "Advisors") and to the necessary extent also to third parties through whom the Agreement is performed under Article 4 (1) hereof. If the Advisor and/or a third party breaches the duty to keep the Confidential Information secret, the Party that released such Confidential Information to them will be responsible for the breach. Vodafone is entitled to make the Confidential Information accessible also to the related persons under section 66a of the Commercial Code.
4. The Parties undertake to observe the confidentiality obligation hereunder for the whole term of the Agreement effect and also after the Agreement term termination until the Confidential Information becomes publicly known and accessible without breaching this article hereof.

X. Licence

1. The Supplier is responsible for legal and financial settlement of third parties' rights to the Goods so that the Goods can be used by Vodafone without any other things (in particular, without necessity to obtain consent(s) with the Goods use by Vodafone above the scope of this Agreement and especially without payment for other licence and personal rights). To avoid any doubts, the price of the licence and the third party's rights settlement is included in the total price paid to the Supplier and is final. The Supplier shall ensure that Vodafone will be entitled to use the Work for any purpose resulting from the Agreement and no rights of third parties will be breached.
2. If any author's right is part of the Goods, and unless it arises otherwise from the Purchase Order, and if the Supplier is an author or a person entitled to exercise property rights, the Supplier grants Vodafone a non-exclusive right to use the work (licence) in all methods known at the moment of the Agreement conclusion, which right is not limited in time, place and quantity in accordance with the purpose of the Agreement; and Vodafone is also entitled to grant a licence, fully or partially, to a third person (sublicense). The Supplier is also obliged to acquire respective consents of the authors concerned and to ensure that Vodafone is entitled to process or otherwise adapt such created work and/or change the work name or the author's description, to connect the work with another work or to include it into another collective work within the scope necessary for the purpose for which the Goods was acquired. Price for granting such consents is also included in the total price of the work under the above paragraph.
3. If the Supplier delivers licensing rights to software of third parties, i.e. entities different from the Supplier, provisions of the licence terms and conditions of such third parties exercising respective property rights will be used to determine the scope of the provided licensing rights.

XI. Force Majeure

1. If any Party is prevented from the discharge of its obligations by events caused by Force Majeure, this Party will not be in default, but only in such an extent and for such a period in which the impossibility of performance is affected by these events.
2. Force Majeure will mean such events (obstacles) that occurred after the obligation origin, independently of the will of the Party under obligation, that are of extraordinary nature, unavoidable, unforeseeable, insurmountable and prevent from performance of the obligations arising herefrom (for example, state of war, civil commotion, fire, flood, epidemic, quarantine measures, earthquake, landslide, explosion, act of terrorism, etc.) The performance will not be deemed impossible if it can be carried out under more complicated conditions, with higher costs or after the agreed upon period of time.
3. If the events of Force Majeure occur, the affected Party is obliged to inform the other Party forthwith about the nature, commencement and termination of the event of Force Majeure.
4. Responsibility of the obliged Party is not eliminated and the performance term is not prolonged if the event of Force Majeure occurred after the time when the Party under obligation was in arrears in performing its obligations, or if the obliged Party did not inform the other Party under paragraph 3 hereinabove.
5. If the period of Force Majeure exceeds five (5) days, the Party which the performance affected by Force Majeure will be provided to, is entitled to withdraw from the Agreement.

XII. Settlement of Disputes

Any and all disputes will be finally settled, with the exclusion of jurisdiction of general courts, within the arbitration proceedings conducted by the Arbitration Court attached to the Chamber of Commerce of the Czech Republic and the Agrarian Chamber of the Czech Republic. The arbitration proceedings will be conducted according to the Rules of the Arbitration Court by three arbitrators appointed under the Rules of the Arbitration Court. The proceedings will be conducted in the Czech language in Prague. The Parties shall fulfil all obligations imposed upon them in the arbitration award within the time limit set forth therein. Any Party is entitled to ask the above mentioned Arbitration Court to resolve the dispute after 30 days from the date when one of the Parties notifies existence of the dispute to the other Party unless the Parties resolve the dispute within the determined period of time.

XIII. Agreement Termination

1. Each Party is entitled to withdraw from the Agreement for the reasons specified in the Agreement or for the reasons contained in applicable legal regulations. Unless agreed otherwise, the Party that is entitled to withdraw from the Agreement will be obliged, prior to the withdrawal from the Agreement due to an immaterial breach of the Agreement, to provide the other Party with reasonable period of time for removal of the faults that are specified as the reason of the withdrawal. If the reason of the withdrawal is not removed in the determined period of time, the Party concerned is entitled to withdraw from the Agreement.
2. Unless stipulated otherwise, each of the Parties may renounce the Agreement, the subject matter of which includes repeated performance, without giving any reasons by filing a 1-month notice. The notice period will start to run on the day when the notice is delivered to the other Party.
3. The withdrawal from the Agreement or the notice of the Agreement renunciation must be delivered to the other Party by post in a written form and must be signed by an authorised representative of the respective Party. In consequence of the withdrawal, the Agreement is cancelled at the moment when the written notice of withdrawal is delivered to the other Party.
4. The Agreement termination will not affect the claim of each Party to compensation for the damage incurred due to a breach of the Agreement by the other Party. None of the Parties shall release itself from its obligation to settle the commitments resulting from the failure to discharge its duties including the commitments arisen within the Agreement term.

XIV. Final Provisions

1. The Terms and Conditions are made in the Czech and English languages. If there is any difference between the Czech and English versions, the Czech version will prevail. The Purchase Order can be made in either the Czech or the English language.
2. To avoid any doubts the Terms and Conditions or the Agreement do not replace the Personal Data Processing Agreement under respective legal regulations and the Supplier is not authorized hereunder to dispose of any personal data obtained from Vodafone.
3. The Agreement will be governed by Czech laws except for the conflict rules. Unless stipulated otherwise in the Purchase Order, the provisions contained in the Commercial Code will apply.
4. The Agreement can be amended after an agreement of the Parties in the manner in which the Agreement was entered into, in particular by accepting a new Purchase Order which expressly changes the original Purchase Order.

The Terms and Conditions become effective on 1 April 2010
Vodafone Czech Republic a.s.