I. Introductory Provisions
- These General Purchase Terms and Conditions (hereinafter also the "Terms and Conditions") regulate the rights and duties of Vodafone Czech Republic a.s., with the registered office at nám. Junkových 2808/2, 155 00 Praha 13 - Stodůlky, ID 25788001, Tax ID CZ25788001, registered in the Commercial Register maintained by the Metropolitan Court in Prague, File number B.6064 (hereinafter "Vodafone") and its suppliers when providing the performance to Vodafone.
- These Terms and Conditions are considered to be the Business Terms and Conditions pursuant to section 1751 of Act No. 89/2012 Coll. Civil Code.
- These Terms and Conditions regulate the rights and duties of the parties to the Agreement (as defined below) if no other written agreement is entered into between Vodafone and the Supplier on the performance concerned.
II. Definition of terms
“Supplier” means, for the purpose of the Terms and Conditions, an entity (an individual or a legal entity) that is specified as a supplier in Vodafone´s order.
“Order” or “Purchase Order“ or „Service 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 Purchase Order must contain at least (i) specification of the subject of the performance, (ii) price or method of its additional determination and payment conditions, (iii), signature of the acting person (signature may be replaced by mechanical means); without such particulars a document cannot be considered to be the Purchase Order hereunder.
“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, always in accordance with the content of the Agreement, entered into by and between Vodafone and the Supplier under Article V hereof.
Required performance means any goods, work, service (including changes, if any) delivered, performed or created under the Agreement.
Vodafone brands means any trademarks, trade names, brands or other protected words or symbols used by any Vodafone Group company
Supplier´s offer means, for the purpose of these Terms and Conditions, the Supplier´s offer for the Required Performance which constitutes a basis for making the Purchase Order.
III. Agreement Negotiations
- Vodafone usually conducts negotiations with more suppliers and selects the most advantageous solution for Vodafone. Throughout the negotiations Vodafone monitors the set parameters which may be changed unilaterally by Vodafone till the Purchase Order is accepted with regard to business activities and current needs.
- During the Agreement negotiations Vodafone and the Supplier are obliged to inform each other sufficiently in advance of all the facts relevant for the Agreement execution or other matters that could affect the decision of the other party to enter into the Agreement or to negotiate with the other party.
- Vodafone will express its interest to enter into the Agreement after Vodafone obtains all relevant information decisive so that the Agreement is entered into under fair conditions and in compliance with the principles applied in Vodafone Group plc. The Supplier is obliged to submit the Supplier´s bid, i.e. an offer of the Required Performance in common extent, containing the information necessary for the proper and timely fulfilment of the Required Performance and Vodafone´s decision to enter into the Agreement.
- Only the Purchase Order made hereunder constitutes a proposal for entering into the Agreement by Vodafone.
- Vodafone enters only into written agreements with the Suppliers in the form and manner specified herein.
- Negotiation on the Agreement may be terminated by Vodafone at any time, and the Supplier will be informed thereabout without undue delay.
- By commencing the negotiation on the Agreement the Supplier acknowledges without reservation that if Vodafone decides not to enter into the Agreement with the Supplier the Supplier is not entitled to compensation for damage or reimbursement of any costs associated with the negotiation of the Agreement and provisions of section 1729 of the Civil Code will not apply in accordance with section 1 subsection 2 of the Civil Code.
- Each party incurs and bears its own costs usually associated with the Agreement negotiation.
- If the failure to enter into the Agreement could lead to harm, the parties will inform each other about the extent and the maximum amount that could be rightfully required in the form of compensation. Any other claims than those made in a written form are not considered by Vodafone as foreseeable and cannot be taken into account.
- Any costs aimed at the Required Performance may be incurred before the Agreement is entered into only upon a written agreement between Vodafone and the Supplier and only if expenditure of such costs is necessary.
- Each Supplier is obliged to provide Vodafone with the following information: trade name, registered office, business ID, tax ID, name of the person authorized to act on the Agreement, name of the person authorized to sign the Agreement, email address where the Purchase Order shall be delivered. Upon Vodafone´s call the Supplier is obliged to document in a written form the veracity of the provided data, especially the authorization of the persons to represent the Supplier.
IV. Authorization to enter into the Agreement; Persons authorized to represent Vodafone
- Only statutory representatives or employees authorized therefor under a written authorization are entitled to negotiate and execute the Agreement.
- None Vodafone employee is entitled to enter on behalf of Vodafone into any agreement with Suppliers than agreements in a written form. Vodafone will be bound by the Agreement only if it is entered into in a written form.
- Vodafone will consider as binding only the Purchase Order that is generated through Vodafone internal system of Purchase Orders issuing and approving, is delivered to the Supplier to the email address specified by the Supplier for Vodafone and is made in a written form.
V. Entering into Agreement
- The Agreement is entered into by and between the Supplier and Vodafone under the Terms and Conditions only if the Supplier delivers a written acceptance of the Purchase Order to Vodafone at the address specified in the Purchase Order within three (3) business days from the day following the day when the Supplier receives the Purchase Order or when the Purchase Order is delivered to the email address specified by the Supplier unless longer acceptance period is specified in the Purchase 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 or if Vodafone behaves in accordance with the offer. To avoid any doubt, unless the Purchase Order stipulates otherwise, the Agreement will be entered into also if the Supplier accepts the Purchase Order within the above-specified period of time by email with electronically verified signature or by email without the electronically verified signature from the email address to which the Purchase Order was delivered and if after that the Supplier delivers to Vodafone the signed Purchase Order in a written form (no later than within 5 business days.)
- The Supplier's acceptation that contains any amendments, reservations, changes or comments as to the Purchase Order or the Terms and Conditions or which contains any deviations from the wording thereof, even if they do not change materially the terms and conditions of the Purchase Order or the Terms and Conditions 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 new proposal is accepted by Vodafone, the Agreement is entered into at the date when acceptance of the new Supplier's proposal is notified to the Supplier or when Vodafone issues a new Purchase Order corresponding to the Supplier´s proposal that cancels the original Purchase Order issued by Vodafone. The Agreement will come into existence with the newly issued Purchase Order if the Purchase Order is accepted in accordance with the above process and the determined deadlines.
- The Agreement includes the Purchase Order, these Terms and Conditions and the Supplier´s Offer. If there are any discrepancies between the wording of the Purchase Order and the Terms and Conditions the provisions of the Purchase Order will prevail. If there are any discrepancies between the Supplier´s Offer and the Purchase Order and/or the Terms and Conditions the following priorities apply: 1) Purchase Order , 2) Terms and Conditions , 3) Supplier´s Offer.
- If the Agreement is not entered into in compliance with the deadlines specified herein, Vodafone is not bound by the Purchase Order.
VI. Subject Matter of the Agreement
The Subject of the Agreement is a commitment of the Supplier to deliver the Required Performance to Vodafone duly and timely and Vodafone's commitment to take over the Required Performance duly and timely and to pay the Supplier the agreed fee therefor.
VII. General Rights and Duties
- The Supplier is obliged to duly and timely deliver the Required Performance to Vodafone. When performing the Agreement, the Supplier undertakes to proceed with due professional care and diligence and in accordance with instructions of Vodafone if they are given.
- If the Required Performance is delivered to premises used by Vodafone, the Supplier is obliged to observe internal regulations of Vodafone that the Supplier will be acquainted with. Access in the premises will be enabled to the Supplier only with an ID batch issued to the Supplier. For the purpose of issuing cards and providing access to the persons who are involved in the Agreement performance the Supplier is obliged to provide personal data of such persons and fulfil reporting obligation towards such persons under Act No. 101/2000 Coll. Personal Data protection Act as amended.
- The Supplier undertakes that at the time of the Required Performance delivery to Vodafone, the Required Performance will meet applicable legal, technical, safety and hygienic standards without regard whether such standards are considered as legally binding, i.e. they are referred to in applicable legal regulations, as well as the environmental regulations (hereinafter the "Standards"). If the Standards are unclear or if the Required Performance is subject to the Standards that govern the same subject of performance in different manner, the Supplier is obliged to use such performance which is most suitable for Vodafone, or to ask Vodafone which Standard shall be used.
- The Supplier is obliged to 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 especially obliged to inform Vodafone about unsuitable instructions (orders) given by Vodafone to the Supplier or about unsuitable nature of a thing if such was handed over to the Supplier for the purpose of fulfilment of the Required Performance by Vodafone. The Contractor is entitled to suspend delivery of the Required Performance due to inappropriate instruction or improper nature of the thing only when the performance/use thereof causes violation of applicable legal regulations, binding technical standards or if they cause Vodafone serious injury or if so agreed between the parties. The delivery term (period determined for delivery of the Required Performance) is not extended by the period of interruption caused if the interruption does not exceed 3 consecutive days, and with the Performance term less than 10 days if the interruption does not exceed 1 business day.
- Vodafone undertakes to provide the Supplier with any assistance required by the Supplier and necessary for duly and timely performance of the Agreement.
- 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.
VIII. Delivery of the Required Performance
- Unless another person or place is specified in the Agreement, the Supplier will fulfil his duty to deliver the Required Performance by handing over thereof to Vodafone at the registered office of Vodafone. The handing over and the taking over of the Required Performance will be certified in a suitable manner that will evidence the takeover of the Required Performance (such as delivery note, delivery record).
- The Supplier undertakes to hand over the Required Performance to Vodafone complete and without any defect (both factual and legal) within the date or within the period of time specified in the Agreement (hereinafter the "Deadline"). If the Deadline is not specified in the Agreement, the Supplier undertakes to deliver the Required Performance to Vodafone forthwith, however, no later than within 10 days from entering into the Agreement.
- If it is usual or necessary with a particular kind of the Required Performance, when delivering the Required Performance the Supplier will also hand over to Vodafone all necessary documents to the Required Performance (instructions, manuals, etc.) in the Czech language. If it is usual for a certain kind of the Required Performance or required by the Standards for the Required Performance using, the delivery of the Required Performance 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 Required Performance unless expressly specified in the Agreement otherwise.
- The Supplier is obliged to deliver the Required Performance in suitable packaging and guarantees that the Required Performance is not damaged during the transport when handled in usual manner.
- The Supplier is deemed to be a producer of the waste resulting from assembly (if any) of the Required Performance (including the packing of the Required Performance) and is obliged to ensure disposal of such waste at its own costs.
- The Supplier is obliged to hand over the Required Performance to Vodafone free of any commitments, claims or rights of third parties.
- Vodafone is not obliged to take over the Required Performance if the packing is evidently impaired, the Required Performance is not complete or is defective or does not meet the purpose of the Agreement known to the Supplier. In such a case the Supplier is in delay with the Required Performance delivery as if the Supplier did not deliver the Required Performance within the Deadline. The Supplier undertakes to either remove the defects within the reasonable period of time determined by Vodafone or to deliver new Goods to Vodafone within the same period of time. The right of the choice is with Vodafone.
- If the Supplier does not deliver the Goods within the determined Deadline and/or does not remove the defect of the Required Performance within the determined period of time or if the Supplier does not exchange the Required Performance for new one (at request of Vodafone), Vodafone is entitled to withdraw from the Agreement.
IX. Right of Ownership and Risk of Damage
The right of ownership and the risk of damage on the Required Performance pass to Vodafone always on the date when the Required Performance is handed over.
X. Liability for Defects
- The Supplier is responsible for the defects of the Required Performance at the time of the Delivery (signing the Delivery Record by both parties). The Supplier will be responsible for the defects occurred on the Required Performance 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 commences on the day following the date when the risk of damage passes.
- The Supplier undertakes that during the whole Warranty Period the Required Performance 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 use.
- The Supplier is obliged to remove the defects forthwith, however no later than within 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 rights stipulated by the law, in particular, to withdraw from the Agreement.
- If the Supplier is in delay in the defect removal, Vodafone is entitled to arrange for the defect removal by a third party at the costs of the Supplier, which will have no effect on the quality guarantee.
- The Supplier will not be responsible for the defects occurred due to wear and tear, due to unprofessional use or treatment of the Required Performance by Vodafone or due to the use of the Required Performance by Vodafone for other purpose than the purpose which the Required Performance is determined for.
- 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.
XI. Price and Payment Terms and Conditions
- Vodafone will pay the Supplier the price set forth in the Purchase 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 Purchase 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 fulfillment of the commitments under the Agreement.
- Vodafone will 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 Required Performance but no later than within 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.
- The Invoice must be sent to Vodafone Czech Republic a.s., nám. Junkových 2808/2, 155 00 Praha 13 - Stodůlky, „Podatelna Xerox“, via email firstname.lastname@example.org or electronically via eInvoicing portal Taulia. It must contain particulars according to applicable legal regulations and Vodafone´s number of order (Purchase Order or Service Order). With VAT payer the invoice must contain the prescribed particulars of a tax document and the bank account published by the tax administrator, pursuant to VAT Act, in respect of the supplier in the manner which enables remote access (Notified Account); with VAT non-payer elements of a tax document. The invoice will be payable within 60 days of the delivery thereof to Vodafone. If the invoice does not contain the required particulars, or if the Invoice is incomplete or incorrect, Vodafone is entitled to return it to the Supplier within the maturity period so that the invoice is repaired and/or completed. After the new or corrected invoice is delivered, a new (the above-mentioned) maturity period will start to run.
- For the purpose of the Agreement the price is deemed settled on the day when the financial amount is debited from Vodafone´s account. The payment to any Notified Account of the Supplier is considered to be a proper payment of the performance under the Agreement.
- The Supplier hereby expressly declares that the conditions pursuant to Section 109 of Act No. 235/2004 Sb., Value Added Tax as later amended (hereinafter the “VAT Act”) are not and could not be fulfilled so that Vodafone becomes a guarantor for unpaid tax. The Supplier is obliged to duly and timely fulfil his tax obligations arisen in connection with the Agreement. The Supplier is obliged to inform Vodafone immediately about any threat to the Supplier´s ability to fulfil his tax duties under the VAT Act or imminent possibility of occurrence or actual occurrence of tax arrears under the VAT Act on the side of the Supplier. The Supplier is also obliged to inform Vodafone, as soon as possible, of the fact that: (i) the tax administrator has commenced proceedings for issuing a decision that the Supplier is an unreliable payer of taxes pursuant to section 106a of the VAT Act, (ii) the tax administrator has issued a decision that the Supplier is an unreliable tax payer pursuant to section 106a of the VAT Act.
- If, pursuant to section 106a of the VAT Act, the tax administrator publishes, in the manner which enables a remote access, the fact that the Supplier is an unreliable payer or if the payment for a taxable supply carried out by the Supplier (VAT payer) in the Czech Republic is to be settled wholly or in part by means of a cashless transfer to the account maintained by a provider of payment services abroad (section 109 of VAT Act), Vodafone is entitled to retain the VAT for the provided taxable supply and to pay the VAT to the respective tax administrator for the Supplier (without having been called to do as a guarantor) as specified in section 109a of the VAT Act. After the value added tax is paid to the respective tax administrator in accordance with this article, the payment of the taxable supply to the Supplier without the respective value added tax (i.e. the tax basis only) is considered by the parties to be the proper payment hereunder (i.e. payment of the tax basis and the value added tax) and the Supplier has not any right to payment of any late charges, penalties, damages or any other sanctions towards Vodafone, even if such sanctions are assessed by the tax administrator.
- If either party delays with any payment under the Agreement, the other party is entitled to ask for the late charges according to the applicable legal regulations.
- If the Supplier is in delay with fulfilment of due delivery of the Required Performance to Vodafone and/or removal of the defects of the Required Performance, Vodafone is entitled to ask the Supplier to pay the contractual penalty of 2 % of the Required Performance price for each (even commenced) day of delay and the Supplier is obliged to pay such contractual penalty to Vodafone.
- 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, 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.
- Any contractual penalty under the Agreement is payable within fifteen days of the contractual penalty statement delivery to the other party.
- In accordance with section 1 (2) of Act No. 89/2012 Sb. Civil Code as amended (hereinafter the “Civil Code") the parties have agreed that section 2050 of the Civil Code does not apply to this Agreement and an agreement on or payment of the contractual penalty is without prejudice to the compensation for damage.
- If the contractual penalty is reduced by a court, the right to the compensation for damage in the amount in which the damage exceeds the amount determined by the court as reasonable remains without any other limitation.
- If any legal regulation provides for a fine (penalty) for a breach of contractual obligations (at any time during the Agreement term), then such a claim will not affect the right to damages in an amount which exceeds the penalties prescribed by law.
- Unless otherwise agreed in the Agreement, if the Required Performance forms part of the author's work under section 2 of Act No. 121/2000 Coll. Copyright Act, as amended, or is subject to protection of other intellectual property right (hereinafter jointly the "Work") the parties have agreed as follows: The Supplier grants Vodafone the authorization to exercise the right to use the Work (hereinafter the “Licence”) in the original or processed or otherwise changed form in all manners of using known at the moment of the Agreement concluding. The License is provided by the Supplier to Vodafone as non-exclusive (with the exception of a license to the work created at Vodafone´s request when the Supplier grants Vodafone always an exclusive License), unlimited in quantity, place and time (i.e. for the period of the duration of the author´s property rights to the Work). The parties exclude application of section 2370 of the Civil Code (the Agreement cannot be terminated in the part relating to the Licence granting). Vodafone is not obliged to use the Licence. Vodafone is entitled to grant a sub-licence in whole or in part to a third person. Vodafone is authorized not to mention, to edit or otherwise change the Work title, identification of the author, to modify or otherwise change the Work, to join the Work with another work or to include it in a collective work. Vodafone is not obliged to provide the author, at Vodafone´s expense, at least one copy of the Work. The license will be transferred from the Supplier to Vodafone automatically when the Supplier enables Vodafone to use the Work.
- The Supplier will be responsible for the settlement of all rights of third parties to the Work in the same extent as referred to in paragraph 1 of this article, so that the Work could be utilized by Vodafone or third party without any further provision.
- The price for the License under paragraph 1 of this Article and for the settlement of any third-party rights to the Work in accordance with paragraph 2 of this Article is included in the price of the Required Performance. The parties jointly acknowledge and agree that such negotiated price is reasonable.
- Authorized use of the Work by Vodafone in the extent of the terms of the Licence will also mean the use in the following manner: (a) use via VPN (Virtual Private Network) of Vodafone when using by authorized persons of Vodafone, e.g. when they work from home (home office); (b) use within Vodafone´s operating systems by staff of third parties performing maintenance and application management (ADM partner etc.) for Vodafone, (c) use within Vodafone´s operating systems by staff of third parties carrying out the agreed activities for Vodafone under agreements with Vodafone, (d) use within the scope of operating systems of Vodafone by franchise partners, outsourced partners and other partners authorized to access the operating systems of Vodafone under agreements with Vodafone, (e) use within the operating systems of Vodafone by employees of any Vodafone Group Plc company as well as by staff of the companies considered to be persons acting in concert with Vodafone in accordance with the relevant provisions of Act No. 90/2012 Coll. Business Corporations Act, as amended, (f) use by end customers of Vodafone, (g) use of the Work in own devices of the persons authorized to use the Work pursuant to this paragraph.
XV. Agreement Amendment
The Agreement may be changed only in a written form after an agreement of the parties. A proposal for the Agreement amendment may be submitted by either of the parties. If the parties agree to modify the Agreement, such modification is valid and effective only if a written amendment to the Agreement is made between the parties in the agreed wording or if a new Purchase Order is issued by Vodafone replacing the previous Purchase Order under which the Agreement was made.
XVI. Agreement Termination
- The Agreement may be terminated by agreement, by a notice or by a withdrawal from the Agreement.
- Either party is entitled to withdraw from the Agreement for the reasons specified in the Agreement of for the reasons contained in applicable laws. Unless agreed otherwise, the party that is entitled to withdraw from the Agreement is obliged, prior to the withdrawal from 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.
- Either party may terminate the Agreement by a notice without giving any reason thereof by filing a 1-month notice, and the notice period will start to run on the day when the notice is delivered to the other party.
- The withdrawal from the Agreement or the notice of the Agreement termination must be delivered to the other party in a written form and must be signed by an authorized representative of the party concerned. In consequence of the withdrawal the Agreement is cancelled at the moment when the written notification of the withdrawal is delivered to the other party.
- The parties have agreed that if under the Agreement several Required Performances are provided that are separable from each other, Vodafone is entitled to terminate the Agreement under this Article in relation to only specific performance without prejudice to the remaining Required Performances under the Agreement.
- Termination of the Agreement is without prejudice to either party´s right to compensation for damage resulting from the Agreement breach by the other party. Neither party is released from the obligation to settle its obligations arising from a failure to meet its duties including the obligations arisen during the Agreement term.
Without a written consent of Vodafone the Supplier is not entitled to use any Vodafone´s trademark or Vodafone´s trade name for any purpose.
The parties lay great stress on responsible management of their business. Therefore the parties undertake to observe the Code of Ethical Purchasing as amended, Environmental Code as amended and the Code of Safety and Health Protection at Work Code, and Anti-Bribery Code (hereinafter the “Codes”) created by Vodafone and to ensure that the Codes are also observed by their suppliers.
The applicable version of the Codes is available at
Vodafone is authorized to whenever change or amend the Codes unilaterally.
The Partner/Supplier is obliged to regularly get informed of any change or amendment of the Codes (current version) at the above specified websites.
XIX. Force Majeure
- If either party is prevented from the discharge of its obligations by Force Majeure, this party will not be in default, however only in such extent and for such a period in which the impossibility of performance is undoubtedly affected by the Force Majeure.
- The Force Majeure means such events (obstacles) that occurred after the obligation origin, occurred independently of the will of the party concerned, are of extraordinary nature, are unavoidable, unforeseeable, insurmountable and prevent from performance of its obligations arising from the Agreement (for example, state of war, civil commotion, fire, floods, epidemic, quarantine measures, earthquakes, landslides, explosion, act of terrorism etc.). The performance is not deemed impossible if it can be carried out under more complicated conditions, with higher costs or after the agreed upon time.
- If the Force Majeure occurs, the affected party is obliged to inform the other party forthwith about the nature, commencement and termination of the Force Majeure.
- The liability of the obliged party is not excluded and the performance deadline is not extended if the Force Majeure occurs in a time when the obliged party is in delay with the fulfilment of its obligation under the Agreement or if the obliged party fails to fulfil its duty to inform the other party under paragraph 3 of this Article hereof.
- If the period of the Force Majeure exceeds 5 days, the party whom the performance affected by the Force Majeure shall be provided to, is entitled to withdraw from the Agreement.
- The parties undertake to keep confidential the facts relating to the other party and the Agreement subject matter and performance that will be obtained in connection with the Agreement performance which are not publicly known and accessible. This obligation also applies to other facts that will be expressly marked as confidential by the other party. All the above mentioned is hereinafter referred to as the "Confidential Information".
- 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 as minimum as this party protects its business secrecy, however always at least in the usual manner. Each party undertakes not to use the Confidential Information for other purpose than the purpose of the Agreement performance.
- Either party is entitled to release the Confidential Information to its legal counsels or tax and accounting advisors (hereinafter the “Advisors") and in necessary extent also to third parties through whom this party performs the Agreement. Should the Advisor or a third party breach the confidentiality duty, the party that released the Confidential Information will be responsible for such breach. Vodafone is entitled to disclose the Confidential Information to the controlling and controlled entities within the meaning of section 74 et seq. of Act No. 90/2012 Coll., on business companies and cooperatives (Business Corporations Act) as amended.
- The parties undertake to observe the confidentiality obligation under this Article for the Agreement term and also after the Agreement termination until the Confidential Information becomes publicly known and accessible without breaching this article.
- Eligibility to enter into the Agreement. The parties represent that they are authorized to enter into the Agreement and that they have all necessary permissions to perform activities under the Agreement.
- Parties as Entrepreneurs. To avoid any doubt the parties expressly confirm that they are entrepreneurs and enter into this Agreement in their business and therefore provisions of neither section 1793 of the Civil Code (abnormal lesion - laesio enormis) nor section 1796 of the Civil Code (usury) apply to the Agreement.
- Pre-contractual liability. The parties has informed each other about all factual and legal circumstances of which the Supplier or Vodafone knew or must have known at the date of the Agreement signing and that are relevant for the Agreement conclusion. In addition to the assurances provided by the parties herein, neither party will have any other rights and obligations in respect of any facts that will come to light and which the other party has not provided during negotiations hereabout. The cases where one party deliberately brings the other party in factual error concerning the subject matter of this Agreement constitute exceptions.
- No Adhesion Agreement. The parties expressly acknowledge that the basic conditions of this Agreement result from negotiations between the parties and each party had the opportunity to influence the content of the basic conditions of this Agreement.
XXII. Other Provisions
- Right to seek cancellation of commitment. The Supplier waives the right to seek cancellation of commitment resulting from this Agreement under section 2000 subsection 2 of the Civil Code.
- Agreement invalid due to failure to meet the form. Vodafone may raise objection as to invalidity of the Agreement and/or Amendment to the Agreement due to a failure to meet the form, and may do so at any time even if the Agreement performance has commenced. The parties hereby also agree that for the purpose of the Agreement the practice established between the parties within the meaning of section 556 subsection 2 of the Civil Code includes exclusively agreements, or amendments thereto, entered into in a written form and signed by authorized representatives of both parties.
- Exclusion of Commercial Usage. The parties do not wish that beyond the scope of express provisions of this Agreement any rights and obligations are inferred from existing or future practice established between the parties or usage maintained in general practice or industry relating to the subject of the Agreement performance unless expressly agreed otherwise in the Agreement. In addition to the above, the parties confirm that they are not aware of any commercial usage or practice established between them. As agreed by the parties, provisions of section 558 subsection 2 of the Civil Code do not apply to the Agreement.
- Severability also for apparent (void) acts. If any provision of this Agreement proves to be apparent (void), the impact of this defect on other provisions of this Agreement will be evaluated pursuant to section 576 of the Civil Code.
- Change in circumstances. Under provisions of section 1765 of the Civil Code, the Supplier takes over the risk of a change in circumstances, especially in relation to exchange rates, changes in the prices of input commodities (electricity, fuel , etc.), lack of materials and other circumstances that may affect the delivery of the Required Performance in the agreed time, amount, extent, quality and price.
- Exclusion of some provisions. The parties exclude application of the following provisions of the Civil Code to this Agreement: Section 557 (contra proferentem rule), section 1799 and § 1800 (clauses in adhesive agreements) 21, section 1805 subsection. 2 (ultra duplum ban).
- Setting-off when more debts are settled. If one party owes the other party more debts, then the earliest maturing debt will be set off at first against any fulfilment irrespective of which commitment is reminded and which not.
XXIII. Final Provisions
- The Terms and Conditions are made in the Czech and English languages, in the event of any discrepancies the Czech version will prevail. The Purchase Order or the Service Order may be made either in the Czech or in the English language.
- To avoid any doubt, these Terms and Conditions or the Agreement do not replace an agreement on the processing of personal data under the applicable legal regulations where Vodafone is a controller and the Supplier is a processor. The Supplier is not entitled to dispose of any personal data acquired from Vodafone under these Terms and Conditions or the Agreement.
- The Agreement is governed by the applicable Czech laws except for the conflict rules. The Agreement entered into prior to 31 December 2013, unless the Agreement stipulates otherwise, is governed by Act No. 513/1991 Coll., Commercial Code as later amended. The Agreement entered into after 1 January 2014 is governed by Act No. 89/2012 Coll., Civil Code.
- Vodafone is entitled to unilaterally change these Terms and Conditions. If the Terms and Conditions are changed, such a change does not apply to the already concluded Agreements unless agreed otherwise.
- These Terms and Conditions are valid and effective from 1 January 2017. These Terms and Conditions replace the General Purchase Terms and Conditions of 1 March 2014 (Original Terms and Conditions). The Agreements entered into under the Original Terms and Conditions are governed by the Original Terms and Conditions.