General Terms and Conditions

General Terms and Conditions of HOLLEN CZ s. r. o., in the Czech Republic

effective from February 1, 2025

Article 1
Introductory Provisions

1. These General Terms and Conditions (hereinafter referred to as “GTC”) govern the relationship between the contractor – HOLLEN CZ s.r.o., with its registered office at: Jiráskova 528/51, Mladá Boleslav II, 293 01 Mladá Boleslav, Company ID: 28978013, VAT ID: CZ 28978013, the company is registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 157357, and the client – the entity that orders services defined in Article 3 of these GTC from the contractor, except in cases where the contractor and the client enter into a special service provision agreement that fully or partially excludes the application of these GTC.

Article 2
Definitions of Certain Terms

2.1 Contractor – the legal entity specified in point 1.1 of these GTC, which provides services according to them (i.e., HOLLEN CZ s.r.o.).
2.2 Client – the legal entity that orders services from the contractor according to these GTC.
2.3 Recipient – the legal entity for whom the components related to the services provided according to these GTC are intended; the recipient and the client may or may not be the same entity.
2.4 Component – a part, piece, goods, semi-finished product, material, or any combination thereof, related to the service provided according to these GTC.
2.5 Order – a document by which the client orders a specific job and which is prepared, delivered, and signed in accordance with Article 4 of these GTC. By accepting the order by the contractor in accordance with Article 4 of these GTC, a contractual relationship between the contractor and the client is established.
2.6 Job – a service or set of services according to these GTC, related to components and provided based on a single specific order.
2.7 Person Responsible for the Work Process – the responsible person on the client’s side (usually a person responsible for quality, purchasing, logistics, or production, etc.) designated for the relevant job in the order, or a person whose such position is recognized by point 10.4 of these GTC and its subpoints; this person may, based on the client’s decision, also be a person on the recipient’s side (or other third parties), whose actions in such a case directly bind the client in the sense of these GTC.
2.8 Person Authorized to Sign the Work Report – any person designated by the client in the order for this position, or a person whose such position is recognized by point 10.5 of these GTC; this person may, based on the client’s decision, also be a person on the recipient’s side (or other third parties), whose actions in such a case directly bind the client in the sense of these GTC.
2.9 Contractor’s Workers – employees or other cooperating persons of the contractor (natural persons – entrepreneurs, legal entities), or its subcontractors, who ensure the provision of services according to these GTC on behalf of the contractor for the client; these include operators, technicians, residents, coordinators
2.9.1 Technician – the responsible person of the contractor, designated for the relevant job in the order; the technician is automatically considered to be his direct superior, or another person who has demonstrably replaced him in this position or represents him in his absence.

2.10 Work Process – a key operational written document containing, in particular, a detailed description of the individual steps – actions performed on the components, which are the subject of the job.
2.11 Report – a data output related to a specific job for a certain period prepared by the contractor for the client or recipient. The report contains, in particular, data on the time consumed (time required to complete the job in a certain period) and selected information about the components related to the job. Reports are used to continuously monitor the progress of the job, or specific indicators directly related to the job (e.g., administration, downtime, logistics – including the number of pallets, transport, number of trips, time spent on logistics operations).
2.12 Work Report – a document confirming the type and scope of services provided, which serves as the basis for invoicing.
2.13 8D Report – a common method used in the automotive industry to improve process quality and solve various problems with the aim of identifying, correcting, and eliminating the recurrence of the problem, and is useful in improving the quality of products, production, and services; it introduces temporary or permanent corrective actions based on statistical analysis of the problem and focuses on the root cause of the problem.
2.14 MetriQ – the contractor’s electronic application used for workplace digitization, focusing mainly on the digital collection, distribution, and presentation of data on individual jobs and the electronic sharing of documents significant for the job. MetriQ is a cloud-based solution, a computer program, and is protected by copyright, with the client having the right to use it after concluding the relevant license agreement. The client may use MetriQ to the extent and in the manner specified in Article 16 of these GTC.
2.14.1 Separate License Agreement is a special agreement, independent of a specific job, which is also designated as a “license agreement” and is concluded between the contractor and the client in the form of a separate document.
2.14.2 Order License Agreement is a license agreement different from the separate license agreement, and its conclusion is based on an order (which expresses the client’s interest in using MetriQ for a specific job) and granting access to MetriQ by the contractor.
2.15 ECA – an electronic communication agreement concluded between the client and the contractor, based on which they mutually exchange and approve documents in electronic form. The conclusion of the ECA is not a condition for the provision of services by the contractor for the client or recipient.
2.16 A regular working day for the purposes of these GTC is the time period on working days (considered according to the place of job execution) from 8:00 to 16:00. If a deadline or time period is set within a regular working day in these GTC, it is understood that if the deadline/time period should end after the final time specified in the previous sentence, its course is suspended at the end of the regular working day and resumes at the beginning of the next working day.

Article 3
Services

3.1 The services provided in accordance with these GTC include, in particular: a) services in the field of production and/or process quality assurance, which include, in particular, the inspection of components associated with sorting activities and possible corrective work, additional modifications, finishing, and assembly services, b) any other services related to the quality assurance of components, production support services, workshop work, logistics, and assistance services (hereinafter referred to as “services”).
3.2 The specific type and scope of services provided are determined in the contract/order.

Article 4
Ordering Services

4.1 Services under these GTC are provided based on a separate contract or special mutually agreed orders, whereby in the case of an order, the contractual relationship between the contractor and the client arises from the contractor’s acceptance of the client’s order issued according to these GTC. These GTC are also part of the contractual relationship that arises based on the previous sentence.
4.2 The order must be recorded in writing, either in paper or electronic form, and must be delivered:
a) electronically, especially: to the data box or by email, with an attachment of a scanned paper version of the order or an electronic file signed with an electronic signature allowing unambiguous and unmistakable identification of the person acting on behalf of the client, ii/ through MetriQ, if the client and contractor have signed an ECA,
b) personally.
4.2.1 The order must contain:
a) identification of the part or parts that will be the subject of the services within the job, b) definition, scope, and description of the ordered services, including defining the relevant measurable units related to the ordered services (e.g., quantity, time), if possible for the given service,
c) determination of the place of job execution (point 6.1 of these GTC),
d) determination of the start date of the job execution,
e) determination of the specific technician for the given job,
f) determination of the remuneration for the ordered services,
g) name, surname, email address (and possibly the position) of the person signing the order on behalf of the client, whereby if the email address is not specifically stated in the order, the email address from which the order was delivered to the contractor is considered the email address according to this point, h) a statement by the contracting parties that these GTC are part of the contractual relationship that will arise based on the accepted order.
4.2.2 The order may also contain:
a) determination of the expected completion date of the services,
b) determination of the person authorized to sign the work report,
c) determination of the person responsible for the work process,
d) determination of the person from the client’s finance department who is the contact person for financial matters (including invoice payment),
e) requirement for the contractor to provide specified tools (point 5.7 of these GTC),
f) requirement for the form and interval of report provision (point 9.1.1 of these GTC),
g) work process (point 5.1 of these GTC),
h) determination of the flat-rate remuneration and the scope of services it covers,
i) determination of the specific type of costs that the client will reimburse the contractor (point 11.4 of these GTC),
j) order number,
k) requirement for sending a paper invoice,
l) person/email to which the electronic invoice should be sent, or the address to which the paper invoice should be sent (point 12.3.1 of these GTC),
m) address of the plant, which for the purposes of the job means the client’s operation to which the job relates,
n) any other agreements.
4.2.3 The order (or its attachment) may also specify multiple persons responsible for the work process, and their individual competencies arising from these GTC may be mutually divided (e.g., the right to sign the work process and its amendments, the right to act within the complaint process, etc.).
4.3 The contractor’s order forms are preferentially used for orders. The contractor pre-fills the order form based on the information and documents provided by the client, which it then sends to the client. The client, after supplementing/correcting any missing/incorrect data, sends the signed binding order to the contractor. For the contractual relationship to arise, the order must subsequently be accepted by the contractor by signing it by an authorized person of the contractor (point 10.1 of these GTC). The accepted order (as a contract) becomes binding for both contracting parties only upon proper delivery of the accepted (i.e., signed by both contracting parties) order by the contractor to the client according to point 4.5 of this article.
4.3.1 If an ECA is concluded, orders can also be concluded in accordance with its provisions, especially through MetriQ.
4.4 The client’s order is considered properly delivered to the contractor if delivered:
a) in paper form to the hands of an authorized person of the contractor (point 10.1 of these GTC),
b) to the data box or by email sent and delivered i/ to the email address of the technician specified in the pre-filled order form (point 4.3 of this article) or ii/ to the same address of the contractor from which the pre-filled order form (point 4.3 of this article) was sent,
c) if an ECA is concluded, also in the manner specified therein.
4.5 The contractor’s accepted order is considered properly delivered if delivered:
a) in paper form to the hands of any contact person on the client’s side,
b) to the data box or by email sent to the email address of the client specified in the order, who signed the order on behalf of the client,
c) if an ECA is concluded, also in the manner specified therein.
4.6 The contractor is not obliged to accept the client’s binding order. If the binding order is not accepted and delivered to the client within 48 hours of its delivery to the contractor, the binding order loses its validity.
4.7 If, after the conclusion of the contractual relationship according to the provisions of this article, the client issues another order for the same service, this is considered only a legally non-binding internal order issued solely for the client’s internal needs (e.g., SAP ERP), even if the contractor confirms such an order, i.e., such a later order does not change or replace the original contractual relationship and is considered solely an internal document of the client (intended, for example, for invoicing purposes); this does not apply in the case of explicit cancellation or explicit change of the original order, whereby such cancellation or change of the order must be clearly and unequivocally stated directly in the later order by referring to the original provisions that are canceled/changed, or the entire original order identified by a specific date (the cancellation of the previous order is therefore not sufficient only by a general provision that the new order replaces all previous agreements, nor any similar provision).
4.8 The order can be changed mainly by email agreement of the contracting parties on the content of the change (including mutual approval of the new work process) or by issuing a new order (the provisions of this article apply similarly), through persons authorized to change the order according to point 10.2 of these GTC, in accordance with the provisions of point 4.9 of this article. If an ECA is concluded, the order can always be changed in the manner resulting from it (especially through MetriQ).
4.9 The following conditions of the job execution can be changed by mutual email agreement without the need for approval of a new order, or if an ECA is concluded, also through MetriQ, or another manner provided for therein:
a) duration of the job,
b) definition, scope, and description of the ordered services (point 4.2.1 letter b) of this article), including changes to the work process (point 4.2.2 letter g) of this article),
c) limitation of the total volume/value of the job, including upward (i.e., increase),
d) change/expansion of the place of job execution (point 4.2.1 letter c) of this article),
e) change/introduction of surcharges according to these GTC, which were originally excluded.
4.9.1 The change of the order must in any case be recorded in writing, in a provable manner, and the persons authorized to agree on the content of the change are according to points 10.1 and 10.2 of these GTC.
4.9.2 The newly agreed conditions apply from the moment specified in the order; if such a moment is not specified in the order, then from its acceptance by the contractor. The previous order provisions apply to the services provided so far within the job, unless otherwise stated in the new order.
4.10 When the following articles refer to an order, it means an accepted order in the sense of the provisions of this article, which establishes a contractual relationship between the contractor and the client, or a separate contract that was not concluded in the form of a mutually agreed order, but as a separate document, and which agreed to the application of these GTC.

Article 5
Execution of the Job

5.1 A detailed description of the method of execution of each job must be specified in the work process, signed by the technician and also by the person responsible for the work process, unless the work process is already attached to the order.
5.2 Based on the work process, the responsible worker of the contractor (especially the technician) coordinates the execution of the job.
5.3 Any changes to the work process must be made in writing, in a provable manner, either i/ by an addendum to the work process or ii/ by preparing an updated full version of the work process. The change according to the previous sentence must be approved by the technician on behalf of the contractor and by the person responsible for the work process on the client’s side, or by the person who signed the order. The addendum or updated version according to the first sentence must include a description of the change and the exact time or similar data (e.g., component number) indicating when the change was accepted or from when it is to be effective.
5.4 For the proper execution of the job, the contractor undertakes to ensure a sufficient number of contractor’s workers (with the necessary skills, knowledge, performance, and abilities for the given job) who will ensure the execution of the job.
5.5 The technician is the responsible person of the contractor in matters related to the job, and in particular:
a) is responsible for the fulfillment and execution of the job,
b) participates in the preparation of the work process and signs it on behalf of the contractor (including addenda to it), unless these GTC specify otherwise,
c) prepares work reports and partial reports,
d) performs activities within the quality assurance of the provided services and the complaint process in the sense of Article 13 of these GTC,
e) is the contact person of the contractor, receiving any proposals, comments, or requests related to the job; must be promptly informed of any organizational changes related to the execution of the job or obstacles preventing its proper and timely execution,
f) contacts the person responsible for the work process whenever necessary, especially to request the necessary cooperation.
5.6 Unless otherwise agreed between the client and the contractor, the contractor shall provide basic tools and equipment, tools, and work materials (e.g., markers, stickers, identification tags, pens, paper, forms, tapes, and other consumables), as well as means for ensuring safety and health protection at work in the usual scope and consumption (hereinafter collectively referred to as “basic work tools”) for the execution of the job.
5.7 The contractor and the client may agree that the contractor will also provide (usually for an additional fee) other work tools or equipment, such as work tables, lighting, binding tools, etc. (hereinafter referred to as “non-standard tools”); these are provided by the client. If provided by the contractor, it must be stated in the order or later recorded in writing, in a provable manner.
5.8 If the client insists on the use of specific non-standard tools (especially equipment, materials, special chemicals) provided by the client or through a third party (but at the client’s instruction) for the provision of the service, the client is obliged to properly instruct the contractor on their use, including providing the relevant instructions for use in the Czech language, and to make a written record of this instruction and the provision of the relevant instructions, signed by the person on the contractor’s side specified in point 10.1 of these GTC, otherwise it is assumed that the instruction did not take place. Incorrect handling of chemicals.

Article 6
Place of Job Execution

6.1 Services under these GTC are provided primarily at the client’s premises, or at the recipient’s premises, or at the contractor’s premises. The exact place of job execution must be specified in the order.
6.2 The client is obliged to ensure suitable premises for the provision of services (especially the place of job execution), as well as for activities related to the provision of services (e.g., delivery and removal of materials) and adequate equipment of these premises enabling efficient provision of services. The premises must meet all requirements set by applicable legal regulations, especially those governing safety and health protection at work and fire protection. This also applies to the plant (point 4.2.2 letter m) of these GTC).
6.3 The client is obliged to ensure that the contractor’s workers who execute the relevant job have access to the place of job execution if it is located at the client’s, recipient’s, or a third party’s premises, and to provide them (or otherwise ensure) all necessary means for this purpose (identification cards, chips, badges, etc.). 6.4 The provisions of points 6.2 and 6.3 of this article do not apply if the contractor provides services at its own premises.

Article 7
Time of Job Execution

7.1 The contractor undertakes to ensure the start of the job execution at the time agreed in the order, otherwise at the usual time considering the distance and availability of the place of job execution.
7.1.1 The prerequisite for the contractor to meet the start of the job execution is the provision of all necessary cooperation by the client according to Article 8 of these GTC.
7.2 The number of hours of service provision will be continuously recorded in one or more reports and will also be included in the work report. Instead of hours, the number of pieces or other measurable units will be stated in the reports/work report.
7.3 The time of service provision, which will be recorded in the report (point 9.1 of these GTC), also includes the time needed for:
a) management and logistical transfer of materials,
b) packing work and related organizational tasks (e.g., ensuring compliance with the correct packing procedure required by, for example, the packing regulation),
c) familiarizing the technician and other contractor’s workers with the internal regulations of the place of job execution and their possible changes,
d) downtime not caused by the contractor or its workers,
e) periods corresponding to the length of breaks in work prescribed by law (e.g., lunch break),
f) organizational security of the job (including meetings with relevant persons on the client’s side, recipient’s side, or third parties – e.g., logistics companies, for the purpose of job execution, time on the contractor’s side needed for commenting or preparing the work process, or its change or replacement with a new work process),
g) ensuring the preparation of reports (including informative ones), notifications, and final documentation of the job,
h) ensuring the necessary photo documentation (e.g., to capture the quality of inspected components).
7.3.1 If only a work report is prepared for a specific job (point 9.2 of these GTC), without preparing a report (point 9.1 of these GTC), the provisions of point 7.3 of these GTC apply accordingly to the work report.

Article 8
Client’s Cooperation

8.1 The client is obliged to provide the contractor with all necessary cooperation in connection with the execution of the job, including:
a) providing all technical information necessary for the proper provision of services,
b) providing the components that are to be the subject of the services, or allowing access to them,
c) providing necessary additional instructions and clarifications of requirements related to the specific job,
d) securing work tools, equipment, and other supplies not provided by the contractor,
e) continuously monitoring reports and notifying any discrepancies in them (in the manner specified in point 9.1 of these GTC and its subpoints),
f) providing other cooperation arising from the provisions of these GTC (e.g., points 5.1, 6.2, 7.2, 13.5),
g) providing all other necessary, especially additionally requested, cooperation.
8.2 If the client does not provide the necessary cooperation according to the previous point, the contractor is entitled to suspend the provision of services.
8.3 If the provision of services is suspended due to the client’s failure to provide the necessary cooperation, during the period of delay in providing cooperation according to point 8.2 of this article, the contractor is not in delay with fulfilling its obligations and is not liable for any damage that arises in causal connection with such suspension; the period of suspension of service provision is considered downtime not caused by the contractor’s workers according to point 7.3 letter d) of these GTC.
8.4 The provisions of this article apply accordingly to the recipient (or another third party) if the job is executed at their premises or with components that are in the recipient’s (or another third party’s) possession; in such cases, the client is obliged to ensure the provision of cooperation by the recipient (or another third party) to the same extent as provided in this article, and is liable for any failure to provide cooperation by the recipient as if the client had failed to provide it themselves.
8.5 If the job involves components that are considered safety parts or parts with specific characteristics (e.g., safety features) within the automotive industry, they must be marked as such a/ in the order, b/ in the work process, or c/ in another written document, for example, marked as D/TLD or ESD (hereinafter referred to as “safety part”); the contractor must be demonstrably informed that they are handling a safety part. If the client does not properly inform the contractor of this fact in the manner specified in this point, the components are not considered safety parts for the purposes of the job (regardless of their actual nature) and the contractor is not liable for any consequences that may arise from this (e.g., incorrect handling or storage and resulting damage) and the client does not have any claims against the contractor originating from or related to the fact that it was actually a safety part. The client is solely responsible for any deficiencies in the work process related to handling the safety part.

Article 9
Reports, Work Report

9.1 Reports The contractor (usually through the technician, coordinator, or administrative worker) prepares one or more reports during the execution of the job. Reports do not disclose data about specific individuals involved in the job on the contractor’s side or the specific times these individuals worked on the job, unless otherwise agreed. The contractor may partially anonymize the report to prevent potential misuse of data.
9.1.1 Reports are created for a specific period (usually a day or a week), unless otherwise stated.
9.1.2 The contractor and the client can agree at any time on the intervals for preparing and providing reports, according to point 9.1.3 of this article.
9.1.3 If the order does not contain provisions on providing reports and the client requests their provision (i.e., after the contractor’s acceptance of the order), the contractor may request an increase in the price for the services provided; until an agreement on the price change is reached, the contractor is not obliged to provide reports to the client. Similarly, this applies to a request to increase the agreed interval in the order, which may result in an increase in the price for the services provided. A request to decrease the interval does not affect the price.
9.1.4 If the order or a later agreement between the client and the contractor does not contain provisions on the intervals for preparing and providing reports, the contractor is not obliged to prepare reports at all.
9.1.5 The contractor may always provide reports more frequently than agreed.
9.1.6 The contractor provides reports to the persons designated by the client in the order or in another written document prepared by the client and demonstrably delivered to the contractor. Reports are always provided to the person authorized to sign the work report. Reports are also provided to the relevant persons on their side. Reports are provided through MetriQ if a license agreement has been concluded (Article 16 of these GTC), otherwise by email; after a demonstrable written agreement between the client and the contractor, reports can also be provided in other ways (e.g., in the client’s/recipient’s internal system).
9.1.7 The client is obliged to ensure that all persons according to point 9.1.6 of this article, who are under the direct management of the client (point 10.6 of these GTC) or whom the client has involved in connection with the job: a) monitor the relevant communication channel through which reports are provided (especially MetriQ, if a license agreement has been concluded according to Article 16 of these GTC, otherwise email) every working day, b) object to the non-receipt of the report no later than the next working day after the day the report was supposed to be delivered according to the agreement (points 9.1.1 and 9.1.2 of this article) or determination (point 9.1.4 of this article).
9.1.8 If a person according to point 9.1.6 of this article does not check the relevant communication channel on a given day, this fact burdens the client exclusively, who cannot claim that they did not familiarize themselves with the relevant report in time or at all, and this fact has no effect on the running of the deadline according to point 9.1.10 of this article.
9.1.9 Reports are provided by email or through MetriQ if a license agreement has been concluded (Article 16 of these GTC). A report is considered provided: a) in the case of sending by email, on the day of sending, if sent on a regular working day, otherwise on the next working day, b) in the case of providing through MetriQ, on the day of uploading to the system, if uploaded on a regular working day, otherwise on the next working day. 9.1.10 If the report contains defects according to the client’s opinion, the client is obliged to object to these with the contractor (preferably with the technician) no later than within 3 working days from the day of their provision (point 9.1.8 of this article). The following are authorized to object to errors in the report: a) the person authorized to sign the work report (point 10.5 of these GTC); another person has this right only if the person authorized to sign the work report is unable or incapable of objecting (e.g., illness, injury, vacation). b) regardless of letter a), always the person authorized to change the order (point 10.2 of these GTC). The report is objected to in the form of an electronic message (email), personally in paper form, or through MetriQ if the client has concluded a license agreement (Article 16 of these GTC).
9.1.11 For a report that has not been objected to within the period according to point 9.1.10 of this article, there is an irrefutable legal presumption that the data on the scope of services provided stated in it (e.g., service provision time, number of components, number of pallets, etc.) are correct, and the report is considered approved (fiction of approval). Later objections are therefore not taken into account. This principle applies mainly due to the factual impossibility or extraordinary difficulty of tracing back the scope of services provided for a more distant period, as follows from point 9.1.10 of this article.
9.1.12 If the report has been objected to in accordance with point 9.1.10 of this article, the contractor and the client must resolve the client’s objection no later than within 24 hours from the day of confirming the receipt of the objection by the contractor (point 9.1.13 of this article), otherwise, the contractor has the right to suspend the provision of all services (i.e., even those not related to the given job) performed for the client until the discrepancy is resolved, as the correctness of the service provision by the contractor is questioned. If no agreement is reached within 7 calendar days, each party has the right to terminate the order; this also applies to other jobs.
9.1.13 In the case of an objected report, the technician is obliged to confirm the receipt of the objection to the addressee no later than within 2 hours (within the segments of regular working days), otherwise, the person who sent the objection is obliged to contact the relevant branch responsible for the job, at its hotline phone number or through its general email address, with branch contacts available at https://www.hollen.cz/kontakty/. The branch will confirm the receipt of the objection or ensure its confirmation by the technician or their direct superior.
9.1.14 If the contractor fully and properly incorporates all the client’s comments into the report, by re-preparing and providing (point 9.1.9 of this article) such a corrected report to the client, the report is also considered approved; for this reason, the client is obliged to object according to point 9.1.10 of this article to all errors simultaneously.
9.1.15 The contractor may also prepare informative reports. If the reports are explicitly marked as “informative,” they have only an informational function, and therefore the provisions of point 9.1 of this article and its subpoints do not apply to them. The designation “informative” is sufficient as a designation, for example, in the body or subject of the email by which the report is sent or in the case of MetriQ as a special note on the specific document published in MetriQ.
9.2 Work Report The technician prepares a work report on the services provided.
9.2.1 The work report must contain the number of hours of service provision by all contractor’s workers or the number of other measurable units of service provision if defined in the order (point 4.2.1 letter b) of these GTC) and must correspond to the approved reports. The provisions of the previous sentence do not apply if a flat-rate remuneration has been agreed (point 4.2.2 letter h) of these GTC).
9.2.2 The work report may contain: a) a list and quantity of elements that were the subject of the services and/or the type of services provided, b) data on the quantity of detected defective components and the quantity of repaired components, c) the number of contractor’s workers who provided the services, d) remuneration for the services provided, e) other facts agreed upon by the contractor and the client (especially through the technician or their direct superior on one side and the person responsible for the work process, or the person authorized to sign the work report or the person who signed the order on behalf of the client on the other side).
9.2.3 The work report will be prepared after the job is completed or after the end of a specific period (e.g., week, 2-week period, or month, especially if the job lasts longer than 14 days). The interval for preparing work reports is determined by the contractor unless the interval is defined in the order or agreed otherwise in writing, in a provable manner. After a written, provable agreement between the client and the contractor, the work report may also be issued at other mutually agreed times.
9.2.4 The provisions of points 9.1.6 – 9.1.9 of this article apply accordingly to the provision of the work report.
9.2.5 The work report confirmed by the person authorized to sign the work report (point 4.2.2 letter b) and point 10.5 and its subpoints of these GTC) is the basis for invoicing. The person on the client’s side who confirms the work report is obliged to state their name and surname when signing, and the signature may also be electronic; if this person confirms the work report through MetriQ based on a concluded ECA, the provisions of the ECA apply to their confirmation.
9.2.6 The data stated in the work report (e.g., duration of service provision, number of components, number of performances, number of pallets) can only be objected to if these data are inconsistent with the approved reports (point 9.1.11 of this article) or the order itself; other objections regarding the data in the work report are not considered. 9.2.7 The data on hourly rates stated in the work report can only be objected to if these are inconsistent with the order and these GTC; other objections regarding hourly rates are not considered; this similarly applies to other financial data (e.g., specially agreed reimbursement of certain costs).
9.2.8 The data in the work report cannot be objected to solely due to their possible inconsistency with the informative reports (point 9.1.15 of this article).
9.2.9 The provisions of points 9.1.9 – 9.1.14 of this article apply accordingly to the provision of the work report, the approval of the work report by the person authorized to sign the work report, and objections to the work report and their handling and consequences (including the fiction of approval).

Article 10
Authorized Persons

10.1 The persons authorized by the contractor to sign the order and handle complaints are: a) the statutory representative of the contractor, b) the contractor’s procurator, if appointed, c) the branch manager of the contractor, d) technicians, each individually.
10.2 The person signing the order on behalf of the client confirms by signing that they have the authority to conclude the contract based on the order, usually being persons responsible for quality, purchasing, production, logistics, etc., at the client. In addition to the person mentioned in the first sentence, the following are always authorized to change the order:
a) the statutory representative of the client,
b) the client’s procurator, if appointed,
c) any person representing the person mentioned in the first sentence during their absence (e.g., illness, vacation) or who has permanently replaced them,
d) the person directly superior to the person mentioned in the first sentence, or the person mentioned in letter c) (e.g., superior manager),
e) the person whose such authorization arises from the ECA, whereby if any mentioned person contacts the contractor to agree on a change to the order, it is assumed that they meet some of the criteria mentioned in this point, and the contractor is not particularly obliged to examine whether the person is possibly exceeding their authority. 10.3
10.3 The provisions of point 10.2 of this article apply accordingly to the person on the client’s side handling the complaint.
10.4 In addition to the person specified by the client in the order, the person responsible for the work process is automatically considered to be their direct superior, or another person who has demonstrably replaced them in this position or represents them in their absence, and also a new person who has been demonstrably notified to the contractor later by the current person responsible for the work process or the person who signed the order.
10.4.1 If the client does not specify a specific person responsible for the work process in the order, the risks arising from this fully burden the client, whose primary interest (also considering other provisions of these GTC) should be to designate a qualified responsible person for the work process, given that this person has special rights and obligations in executing the job. If the client does not specify such a person in the order, it is assumed that they agree that any worker of the client (especially an employee or cooperating person), or even the recipient or other third parties on the client’s side, if this third party is actively (e.g., cooperation) or passively (e.g., control, acceptance of the job result) involved in the job, may act on behalf of the client in matters reserved by these GTC for the person responsible for the work process. In such a case, the contractor is not obliged to examine whether such a worker is exceeding their authority; the actions of such a worker fully bind the client unless it is proven that the contractor clearly knew about the exceeding of authority and did not inform the client of this fact without undue delay after such discovery.
10.4.2 The client is entitled to provide the contractor with the missing contact details of the relevant person responsible for the work process at any time in a provable manner, as well as to notify changes to these details; the notification must clearly indicate who made it on behalf of the client. 1
10.5 The provisions of point 10.4 of this article also apply to the person authorized to sign the work report.
10.5.1 The provisions of points 10.4.1 and 10.4.2 of this article apply accordingly to the person authorized to sign the work report if not specified in the order.
10.6 The following are always considered persons under the direct management of the client:
a) the client’s employee,
b) a worker on the client’s side with whom the client has a contractual relationship and who is involved in the job,
c) any person specified by the client in the order, regardless of the actual position of the person (i.e., even if such a person does not operate within the client’s structures but operates, for example, within the recipient’s structures), and therefore it is the client’s responsibility to specify the person in the order.

Article 11
Remuneration for Services Provided

11.1 The client undertakes to pay the contractor the remuneration for the services provided in the amount agreed in the order, including any surcharges according to these GTC, unless otherwise agreed in the order.
11.2 The applicable statutory VAT rate will be added to the remuneration. The remuneration will be invoiced in accordance with the order and these GTC.
11.3 11.3 If an hourly remuneration has been agreed in the order, surcharges will be charged for services provided:
a) at night at a rate of 25%,
b) on Saturdays (00:00–24:00) at a rate of 50%,
c) on Sundays and other public holidays (00:00–24:00) at a rate of 100%. Nighttime is considered the following time periods on Monday to Friday: from 00:00 to 06:00 and from 22:00 to 24:00. The contractor is entitled to surcharges according to this point even without a special agreement in the order. If surcharges are agreed in a different amount or excluded in the order, the provisions of the order apply. If a time period falls under several surcharges according to letters a) – c) of this point (e.g., a public holiday on a Saturday), the surcharge is paid only once, at the higher rate.
11.4 11.4 In addition to the remuneration for the services provided, the client is obliged to reimburse the contractor for any special costs, the reimbursement of which has been mutually and provably agreed in writing by the contractor and the client (especially in the order).

Article 12
Payment Terms and Penalties

12.1 The remuneration for the services provided is payable based on invoices issued by the contractor based on orders and work reports, usually:
a) after the job is completed, or
b) after the end of the relevant calendar month for services provided in that month, or
c) after the end of the calendar week if the remuneration for services provided in the relevant calendar week exceeds €5,000. The contractor always has the right to choose when to issue the invoice unless the invoicing period is specifically agreed in the order.

12.2 The invoice is due 14 days from its delivery to the client, unless a longer due date is specified in the invoice itself. If the invoice has an earlier due date than stated in this point, the due date specified in this point is decisive for the client’s delay in paying the invoice.
12.2.1 The due date of the invoice is not affected by the fact that the client does not have the relevant invoice approved for payment in their internal systems or other internal processes (e.g., due to a missing internal order according to point 4.7 of these GTC). This is not changed by the fact that the client returned the invoice to the contractor for the reason stated in the first sentence.
12.3 By sending the order to the contractor (Article 4 of these GTC), the client agrees to the issuance of an electronic invoice. However, the contractor is entitled to send a paper invoice instead of an electronic invoice, especially if they do not have an email address for delivering electronic invoices.
12.3.1 The contractor primarily sends the invoice to the person who issued the order on the client’s side or to the person designated by the client in the order (especially the client’s finance department) or to another email address later notified to the contractor by the client in writing, in a provable manner; however, the contractor may always send it to the client’s general email address, which they have or which is listed on the client’s website, especially in cases where the addresses mentioned in the part of the sentence before the semicolon return as undelivered or the requested delivery notification is not returned from them.
12.3.2 If the client has allowed the contractor access to their internal electronic system, into which invoices can also be uploaded, the contractor primarily sends invoices in this way.
12.3.3 If an ECA is concluded between the contractor and the client, the invoice can also be delivered in accordance with its provisions (e.g., through MetriQ).
12.3.4 The contractor is entitled to comply with a later request from the client to issue a paper invoice.
12.4 The invoice must meet all the requirements of a tax document, be issued in accordance with the provisions of these GTC, and be properly delivered to the client.
12.5 A copy of the relevant work report proving the legitimacy of the invoicing must be attached to the invoice.
12.6 In the event of the client’s delay in paying the invoice, the client is obliged to pay the contractor interest on late payment at the statutory rate on the invoiced amount for each day of delay. This provision does not affect other claims for delay arising from generally binding legal regulations.
12.7 If the client is (even partially) in delay with the payment of any invoice (including an invoice for another job), the contractor is entitled to suspend the provision of all services (i.e., even those not related to the given job), and is not liable for any damages that the client or a third party may suffer as a result of the suspension of services. If the justified suspension lasts longer than 10 days, the contractor is entitled to immediately terminate the order.

Article 13
Quality Guarantee and Liability for Deficiencies

13.1 The contractor holds certificates of the Integrated Management System ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018, which guarantee the quality of the services provided. The contractor undertakes to provide services with professional care and in the quality guaranteed by these certificates.
13.2 In order to ensure the proper quality of services, the contractor undertakes to continuously monitor them and, if they see obstacles on the part of the client, recipient, or third party (e.g., logistics warehouse) to achieving the proper quality of the services provided, they will immediately inform either the person responsible for the work process or the person authorized to change the order (point 10.2 of these GTC). If the contractor reports such a fact orally, they are obliged to subsequently record the relevant information in MetriQ, if the client has concluded a license agreement according to Article 16 of these GTC, otherwise send it by email to the person responsible for the work process or the person authorized to change the order (point 10.2 of these GTC), provided that the contact details of the specified person are listed in the order or the client has notified the contractor according to point 10.4.2 of these GTC. The person responsible for the work process or the person authorized to change the order (point 10.2 of these GTC) is also authorized to monitor compliance with the quality of service provision; this person, in case of doubts about the quality of the services provided, will immediately inform the technician. The technician, after consulting and confirming the doubts about the quality of the services provided with the person responsible for the work process or the person authorized to change the order (point 10.2 of these GTC), may, with the provable written consent of this person, order a repeated inspection of the components associated with the elimination of any identified deficiencies; a written record of this fact will be made, signed on one side by the technician and on the other by the person responsible for the work process or the person authorized to change the order (point 10.2 of these GTC). If the repeated inspection proves incorrect service provision, the contractor is not entitled to remuneration for the time spent on the repeated inspection. If the repeated inspection does not prove incorrect service provision, the time of the repeated inspection recorded in the work report is considered the time of service provision, for which the contractor is entitled to remuneration at the same rate as for regular service provision according to the relevant order in accordance with the provisions of these GTC.
13.3 If, after the provision of services, but no later than during the first assembly of the components into the relevant item, of which the component is the first direct part (e.g., larger component, system components, module, integrated module, car, etc.), it is found that the services were not provided in the guaranteed quality, the client is obliged to notify the contractor of the identified deficiencies (defects) of the provided services (hereinafter referred to as “deficiencies”) in writing, in a provable manner (hereinafter referred to as “complaint”), without undue delay, but no later than 2 working days from when the client learns of the relevant deficiency; otherwise, upon the expiration of the specified period, the client loses the right to assert any claims for liability for deficiencies in the provided services (hereinafter referred to as “liability for deficiencies”). Regardless of the above, the right to file a complaint or claim for liability for deficiencies expires no later than 6 months after the provision of the service to which the complaint relates. Failure to file a complaint according to this point relieves the contractor of liability for any damage that could (at least theoretically) have been prevented by filing the complaint and its resolution by the contractor.
13.4 The contractor is not liable, regardless of other provisions of these GTC, for deficiencies, delays, or breaches of contractual obligations that arose due to:
a) inappropriate or incorrect handling of the subject of the service (especially the component) after the service was provided by a person other than the contractor,
b) if the contractor marked the subject of the service or its part as non-compliant or not meeting the conditions according to the work process and the client (or a person on their side, e.g., the recipient) released such a subject of the service (especially the component) for further use or circulation despite this fact,
c) errors in the work process that were properly approved by the client,
d) failure to mark the component as a safety part according to point 8.5 of these GTC,
e) the occurrence of force majeure circumstances, which are considered a/ exceptional circumstances that were not foreseeable by the contracting party and/or b/ circumstances in which the contracting party made every effort that could reasonably be required to avert their influence, provided that at the time of the occurrence of one of such circumstances, the contracting party was not in delay with fulfilling those of its obligations that (even together with force majeure circumstances) created a situation in which it wants to invoke force majeure circumstances; force majeure circumstances are considered to be, in particular (but not exclusively): war, invasion, acts of foreign enemies, acts of foreign hostile acts, civil war, rebellion, revolutionary uprising of the population or other public unrest, the consequence of military or usurpation power, confiscation or nationalization or based on an order or in the execution of an order of state or other public authorities, the consequences of the use of any military weapon using nuclear fission or radioactive force, regardless of whether in peacetime or wartime, accidents, natural disasters, long-term power outages, crisis situations or other similar exceptional circumstances, shortages of goods in the territory of the Czech Republic necessary for the proper provision of services and which the contractor is obliged to ensure; force majeure circumstances do not include circumstances that arise solely from the personal or property conditions of the contracting party, or from business practices, including a lack of qualified labor, failure to fulfill obligations to the contracting party by third parties, the unfavorable economic situation of the contracting party.
13.5 The client is obliged to provide the contractor with all necessary (especially, but not only, requested by the contractor) cooperation in investigating the complaint, in particular, they are obliged to provide photo documentation, documents, communication records, data that the client or recipient has and that relate to or may relate to the complaint or the complained service.
13.5.1 Delay in fulfilling the client’s obligation according to point 13.5 of this article by more than 5 working days results in the expiration of claims arising from liability for deficiencies based on the filed complaint.
13.6 The complaint must be addressed without undue delay after its filing, no later than 3 working days from its filing, and resolved as soon as possible. The contractor undertakes to acknowledge or reject the complaint within 30 working days from the filing of the complaint. The period during which the contractor cannot assess the complaint due to the cooperation requested by them according to point 13.5 of this article (i.e., the time from the request to the provision of cooperation) extends the period according to the previous sentence.
13.6.1 In the case of a justified complaint, the client is entitled to a reasonable discount on the price invoiced for the job; this applies only if the contractor does not inform the client within the period for acknowledging or rejecting the complaint (point 13.6 of this article) that they will ensure the free elimination of the identified deficiencies. The contractor has the right to choose how to resolve the complaint. In the case of free elimination of the identified deficiency by the contractor, the client is not entitled to a reasonable discount on the price according to the first sentence of this point.
13.6.2 In the case of a justified complaint concerning services whose subject was services according to point 3.1 letter a) of these GTC, the contractor has the right to request the client to re-deliver all components (except those that have already been demonstrably incorporated into the item of which the components are a part), which were the subject of the complained service so that the contractor can perform their repeated inspection and free elimination of any defects in the complained service on the other components and thus prevent possible damage, and the client is obliged to comply with this request; violation of this obligation by the client results in the expiration of rights from liability for deficiencies of the filed complaints; the provisions of point 14.4.1 of these GTC are not affected.
13.6.3 The client has the right, in exceptional cases, to ensure the elimination of the deficiency through a third party at the contractor’s expense, provided that all the following conditions are met for the reimbursement of such costs by the contractor:
a) the client properly filed the complaint in accordance with these GTC and the contractor did not use the opportunity to resolve the complaint or did not address the complaint within the period according to these GTC, or within the period according to a provable special written agreement with the contractor, or if the contractor agreed in writing, in a provable manner, to the elimination of the deficiency by another person,
b) in the case of a job according to point 3.1 letter a) of these GTC, the client allowed the contractor to inspect the result of the job (especially in the form of a repeated inspection of the parts to which the job relates, according to point 13.2 or 13.6.2 of this article) and the contractor did not ensure the remedy or did not use the opportunity to perform the inspection within a reasonable period,
c) the repeated sorting/repair or other service that eliminates the deficiency by a third party is carried out to a comparable extent as the job to which the deficiency elimination relates (especially in terms of time requirements, work process, and costs of eliminating the deficiency compared to the price of the job) and the contractor has been provided with relevant documents proving this comparable extent. The client and the contractor may also agree in writing, in a provable manner, on other conditions for cost reimbursement according to this point.
13.7 If the client regularly uses the 8D-Report, the contractor will provide the client with the 8D-Report according to the 8D terms upon request.
13.8 In the case of preparing a written record of the method of handling the complaint, it must be signed by an authorized person of the contractor specified in point 10.1 of these GTC and by the person who filed the complaint on behalf of the client or a person according to point 10.2 of these GTC. The client is entitled to include any of their statements in the written record.
13.9 The contracting parties may always agree in the written record of the method of handling the complaint on another way of resolving it.

Article 14
Ownership of Components, Liability for Damage, and Compensation

14.1 The contractor does not become the owner of the components received for the purpose of executing the job.
14.2 The contractor is liable for the culpable actions of the contractor’s workers that result in damage, loss, or destruction of the components received from the client (or recipient) for the purpose of executing the job, if such actions occurred during the execution of the job; however, the contractor is not liable for such culpable actions if the damage, loss, or destruction would have occurred regardless of such culpable actions or if the actions were taken by the contractor’s worker to avert an imminent danger that they did not cause themselves or if the damage was caused in necessary defense against an imminent or ongoing attack. The contractor is not liable for damage in cases specified by law (e.g., if the breach of obligations was caused by circumstances excluding liability and in cases of damage caused by force majeure circumstances as defined in point 13.4 letter e) of these GTC).
14.3 In the event of damage for which the contractor is liable according to point 14.2 of this article, the damage is compensated by restoration to the original state or monetary compensation; the contractor has the right to choose.
14.4 Limits of Liability for Damage for which the Contractor is Liable
14.4.1 The contractor is liable for damage caused as a result of deficiencies in the provided services (defective performance) and did not eliminate it within the resolution of the complaint properly filed by the client in accordance with these GTC. If the client did not provide the contractor with the components based on the contractor’s request according to point 13.6.2 of these GTC for inspection, they are not entitled to compensation for damage that occurred as a result of this unperformed inspection or damage that could have been prevented by such a free inspection.
14.4.2 The contractor is also liable for damage caused to the client during the performance of their activities on other property of the client than that covered by the provisions of point 14.4.1 of this article.
14.4.3 In cases of a claim for compensation, the contractor is obliged to claim insurance benefits for the damage event from their insurance company.
14.4.4 The contractor provides compensation for damage in full, but not exceeding the amount of the insurance benefits received by the contractor or paid by the contractor’s insurance company from liability insurance, which the contractor has concluded with their insurance company, with the suspensive condition of the payment of such insurance benefits by the insurance company. If the insurance company does not pay the insurance benefits directly to the client but provides them to the contractor, the contractor will transfer the received benefits from the insurance company to the client within 15 days from the day the insurance benefits were received from the insurance company, and the client has provided the contractor with the account number in writing, in a provable manner, to which the compensation should be transferred; this does not apply to the extent of the payment that the contractor paid to the client by mutual agreement before the insurance company’s payment.
14.4.5 If, for any reason, the contractor’s insurance company does not pay the insurance benefits for the damage event no later than 6 months from the day the contractor claimed the insurance benefits, the contractor undertakes to provide the client with compensation for the client’s claim for liability for damage up to the value of the job to which the damage event relates. For jobs lasting longer than 1 month, the value of the job is determined as the average value of the job (invoiced amounts excluding VAT) calculated from the last 6 months of job execution; if the job lasted more than 1 month but less than 6 months, the average is calculated from the months of the job duration. The client and the contractor may also agree in writing, in a provable manner, otherwise. This does not affect the provisions of point 14.4.4 of this article, i.e., if the contractor’s insurance company pays the insurance benefits after the contractor has provided compensation according to the first sentence of this point, the client is entitled to the difference between the amount of the insurance benefits and the compensation received according to the first sentence of this point; if the client received more than they are entitled to (especially as a result of direct payment from the insurance company), they are obliged to return the difference to the contractor.
14.4.6 In the event that the contractor’s insurance company refuses to provide insurance benefits for any reason (except in the case of the contractor’s failure to cooperate in investigating the insurance event), the limit of liability for damage is the amount of compensation specified in point 14.4.5 of this article.
14.4.7 The prerequisite for a claim for compensation against the contractor is the provable fault of the contractor. The client and the contractor undertake to provide each other with all necessary, especially requested by the other party, cooperation (including providing any necessary documentation) in resolving the damage so that it is possible to i/ claim the damage within the contractor’s insurance, ii/ the contractor’s liability is clearly evident; in case of breach of this obligation, all deadlines related to compensation are extended by the period of delay in fulfilling it. Cooperation according to this point must also be provided in cases where measures need to be taken to minimize the damage.
14.4.8 The contractor always has the right to compensate for the damage by restoring it to its original state. The client is not entitled to deny this right to the contractor, otherwise, the contractor’s liability for the damage ceases at the moment of denying this right.
14.4.9 If the contractor is not solely liable for the damage but together with others (shared liability), the contractor is liable to the client only for the damage according to the extent of their liability. A claim for compensation is not valid if there is reasonable and provable doubt about the contractor’s causation of the damage.
14.4.10 Regardless of other provisions of these GTC, only actual property damage is compensated, and the client has no claim against the contractor for non-property damage (e.g., damage to reputation, goodwill, know-how, etc.) or for lost profits, fines, penalties, interest on late payments caused to third parties that the client would like to regressively transfer to the contractor.
14.4.11 The maximum amount of compensation for one damage event is €100,000 (one hundred thousand euros), unless a lower maximum amount of compensation is specified by other provisions of this article.
14.4.12 The provisions of Article 14 do not affect the provisions of point 14.5 of this article.
14.4.13 The provisions of Article 14 apply accordingly to liability for damage caused by a breach of confidentiality obligations according to point 15.5 and following.
14.5 If the client has not fulfilled any of the obligations according to point 5.8 of these GTC, then:
a) the contractor is not liable, regardless of the previous provisions of this article, for any damages that the client or third parties suffer as a result of the incorrect use of non-standard tools,
b) the client is liable to the contractor for any damage that the contractor or the contractor’s worker suffers as a result of handling the non-standard tool, which could have been prevented by fulfilling the obligations according to point 5.8 of these GTC; or if the client has properly fulfilled the obligations according to point 5.8 of these GTC.

Article 15
Delivery, Confidentiality of Information, and Secrecy

15.1 Any notices, requests, demands, requests for consents, or any other communication submitted by one contracting party to the other contracting party in the form of email, document, or through MetriQ (if the client has concluded a license agreement according to Article 16 of these GTC), the other contracting party responds in the same or similar manner so that the content of the response can be clearly captured. In case of non-compliance with the prescribed form of response, the burden of proof regarding the content and delivery of the response lies with the sender.
15.1.1 Information contained in MetriQ, if the client has concluded a license agreement (Article 16 of these GTC), is considered provided by uploading it to MetriQ, which creates the corresponding log in the system.
15.2 The content of an email is considered delivered in the case of i) manual confirmation of its receipt, or confirmation of its reading, ii) receipt of an email response containing the original text of the email whose delivery is concerned; except for the confirmation of reading the email sent by the recipient’s email program/server.
15.3 For the delivery of documents between the contracting parties, it is considered that the document is delivered:
a) on the day of its actual delivery to the other contracting party – the recipient,
b) on the day when the period for picking up the shipment at the postal carrier expires in vain, even if the recipient did not learn about the storage,
c) on the day of the unsuccessful delivery attempt, if the delivery was prevented by the recipient’s culpable action or omission (e.g., refusal to accept the shipment, missing recipient’s designation at their address),
d) on the calendar day following the day of making the electronic document available in MetriQ, if the client has concluded a license agreement (Article 16 of these GTC). 15.4
15.4 If an ECA is concluded between the contractor and the client, it takes precedence over the provisions of points 15.2 and 15.3 of this article in case of a conflict regarding delivery.
15.5 The contracting parties are obliged to maintain confidentiality about all confidential information and also about all facts they learn in connection with the performance based on the contractual relationship established in accordance with these GTC and which concern the other contracting party, if such facts have a demonstrable economic significance for the other contracting party or other competitors in the market.
15.5.1 Confidential information is considered to be all facts and information constituting a trade secret within the meaning of Act No. 89/2012 Coll., the Civil Code, as amended, and also information clearly and provably designated by the other party as confidential. Without prejudice to the above provisions, confidential information also includes any publicly inaccessible, technical, commercial, or other information that one contracting party designates as confidential, or with which it is to be treated (considering the circumstances known to the other party when providing the information) as confidential, or any information from which it is understandable to any reasonably knowledgeable person that it is confidential. Confidential information also includes any technical, commercial, or business information (including product and similar plans, development plans, forecasts, analyses, and strategies), specifications, diagrams, training materials, formulas, drawings, models, samples, procedures, ideas, and inventions (even if not subject to special protection), data, software, or documentation in any form, whether captured materially or provided orally, as well as information received from a person other than the contracting party, if this person is obliged to treat it as confidential. Confidential information also includes information about the conditions of one or the other of the contracting parties, their products, processes, and performances, as well as prices, surcharges, and costs agreed in the orders.
15.5.2 In order to prevent disputes about the nature of the information, the contracting party that provides information to the other party that is to be considered confidential within the meaning of the provisions of this article and from the nature of the matter is not unequivocally confidential without any doubt, is obliged to clearly designate this information as confidential.
15.5.3 The contractor’s prices agreed with the client are always considered confidential, even if not specifically designated as such.
15.6 The obligation to maintain confidentiality applies for the duration of the relevant contractual relationship, which includes these GTC, and for an additional 1 year after its termination; the obligation to maintain confidentiality also passes to any legal successors of the contracting parties. This obligation can only be waived by a written declaration of the other contracting party.
15.7 The obligation of confidentiality does not apply to facts that:
a) in connection with the performance based on the contractual relationship established in accordance with these GTC are or will be accessible to employees or third parties who must know this information due to their job position, functional classification, or their role in the contractual performance,
b) were demonstrably obtained from a third party who is authorized to disseminate this information,
c) became publicly known without breaching the obligation of any contracting party governing the obligation of confidentiality,
d) were independently developed by the contracting party without using any confidential information according to the provisions of this article,
e) can be disclosed based on a special agreement concluded between the client and the contractor. 15.8
15.8 It is not considered a breach of the obligation to maintain confidentiality:
a) providing information to third parties who have a property interest in one of the contracting parties,
b) providing information to lawyers or other representatives for the proper performance of their activities, who are bound by the obligation of confidentiality by law, provided that these persons are informed in advance about the obligation of confidentiality in the discussed matter,
c) providing information in the case of prior written consent of the other contracting party to disclose the individual information protected by the obligation of confidentiality,
d) providing information for the purposes or within the proceedings before a court, arbitration body, or other public authority, provided that this authority is informed in advance about the confidential nature of the information so that it can take the necessary measures (e.g., exclusion of the public),
e) providing information to a government, banking, tax, or other control authority that is authorized and competent to require it, in accordance with legal regulations, provided that this authority is informed in advance about the confidential nature of the information so that it can take the necessary measures,
f) providing information that the contracting party is obliged to disclose based on the law.
15.9 The contracting parties further undertake to protect information about the other contracting party, which is subject to the confidentiality regime according to this article, at least to the extent as if it were their own information and undertake to bind their organizational units, managing employees, or employees (and also cooperating persons) who come into contact with such information to confidentiality to the same extent, and each of the contracting parties is fully responsible for the breach of the obligation by these persons.

Article 16
Use of MetriQ and License

16.1 The client gains access to MetriQ and can use it based on a concluded license agreement, which takes the form of either a separate license agreement (point 2.14.1 of these GTC) or an order license agreement (point 2.14.2 of these GTC).
16.2 Order License Agreement
16.2.1 The provisions of the following points 16.2.2 – 16.2.4 of this article apply only for the period during which the contractor and the client have not concluded a separate license agreement.
16.2.2 If, according to the order, the client is interested in sharing reports and other data in MetriQ, they will indicate this in the order, and based on this, the contractor will subsequently decide, according to the possibilities and nature of the job, to provide access to the MetriQ system for the given job to the client. By signing the order with the declared interest in using MetriQ, the client undertakes to comply with the license terms, which are an appendix to these GTC. The license agreement is considered concluded at the moment of granting access to the client (e.g., to the person of the client who issued the order, the person responsible for the work process, or the person authorized to sign the work report) to MetriQ.
16.2.3 The scope of MetriQ functionalities made available to the client based on the order license agreement is determined by the contractor.
16.2.4 The license to use MetriQ within the scope of functionalities according to point 16.2.3 of this article is provided free of charge. If the client is interested in expanding the range of MetriQ functionalities made available, they must conclude a separate license agreement with the contractor.
16.3 After concluding a separate license agreement, order license agreements are no longer concluded. Therefore, if an order license agreement would otherwise arise (i.e., the order contains the expressed interest in using MetriQ and the contractor provides the client with access to MetriQ), the order license agreement will not arise in the case of an existing valid separate license agreement, as the valid separate license agreement always provides the contractor with a greater scope of rights than the order license agreement.

Article 17
General and Final Provisions

17.1 Early termination of the service provided based on an accepted order is possible only by mutual provable written agreement between the contractor and the client, or based on a unilateral termination of the order in cases where these GTC or the order itself allow it.
17.1.1 In the case of proper termination of the order, the order ceases upon delivery of such a declaration of intent (with ex nunc effects). Termination of the order does not relieve the client of the obligation to pay the contractor for the properly provided services until the termination of the order, including all associated financial claims that the contractor incurs in accordance with the relevant order or based on it, as well as claims arising from these GTC.
17.2 To eliminate doubts, it is stated that if in the past the client paid an invoice issued by the contractor only after issuing an internal order according to point 4.7 of these GTC (even repeatedly), this fact cannot be interpreted as an implied agreement or business practice that would eliminate the validity of point 12.2.1 of these GTC.
17.3 Where these GTC require written form and it is not stated otherwise, it is considered that the written form is maintained if the act is performed in writing, which allows the content to be permanently captured (document, electronic document in MetriQ, email message, etc.). For written communication within the job, the use of one of the following languages is required: Czech, the language of the order, the language in which the contracting parties provably communicate, or the language on which the contracting parties provably agree in writing.
17.4 The contractual relationships of the contracting parties that are not regulated by these GTC or the order are governed by the relevant provisions of generally binding legal regulations valid in the country of the contractor’s registered office (i.e., in the Czech Republic), especially the relevant provisions of the Civil Code (and especially the provisions of the contract for work) as amended. If these GTC and/or the order regulate some relationships between the contracting parties differently than the law, the GTC and contractual regulation apply, provided that it is a conflict with the provisions of the law from which it is possible to deviate or whose application can be excluded (i.e., in the case of a conflict with the dispositive provisions of the Commercial Code, they are considered excluded). In the case of a conflict between the provisions of these GTC and the order, the provisions of the order take precedence.
17.4.1 If a contractual relationship between the contractor and the client was concluded by a separate contract (i.e., not in the form of an order according to Article 4 of these GTC), which refers to these GTC, where these GTC refer to the order, it means such a contract.
17.4.2 If an ECA or a license agreement for MetriQ is concluded between the client and the contractor, these agreements take precedence over the provisions of these GTC in matters explicitly addressed by the ECA/license agreement and to which they apply (including matters regulating delivery, confidentiality, and confidential information). 17.5
17.5 If, according to conflict of laws rules, the choice of judicial jurisdiction is possible, the courts of the Czech Republic have jurisdiction to decide disputes between the client and the contractor arising from the contractual relationship established according to these GTC. For the purposes of determining judicial jurisdiction, it is also considered that the place of contractual performance is the place of job execution (point 4.2.1 letter c) of these GTC); however, if the contractor provides services according to these GTC outside the territory of the Czech Republic, the courts of the Czech Republic have jurisdiction regardless of the place of job execution.
17.6 If any provision of these GTC is invalid, it does not affect the validity of the other provisions.
17.7 These GTC become valid and effective on the date in the header of the document. At the same time, the GTC issued by the contractor before February 1, 2025, cease to exist; however, for contractual relationships established based on orders that included the previous GTC, the previous GTC apply.
17.8 The contractor is entitled to unilaterally change these GTC at any time. However, for the contractual relationship between the client and the contractor established by a specific order, the GTC in the version valid at the time of proper delivery of the confirmed order to the contractor are always decisive.

Appendix to the GTC

License Terms for Using the MetriQ View Application

1. Definitions for the Purposes of These License Terms

1.1 The licensee is a legal entity or an individual entrepreneur with whom HOLLEN CZ s. r. o. (hereinafter referred to as HOLLEN) has concluded a license agreement.
1.1.1. The license agreement is a contract that includes these license terms. The license agreement may also be included directly in the service agreement or be part of its appendices or other documents (e.g., general terms and conditions) referred to by the service agreement. The license agreement is concluded as:
a) a separate license agreement, which is a special, independent contract for a specific order (in the form of a separate document) and is also labeled as a “license agreement”,
b) an order-based license agreement, which is a license agreement different from the separate license agreement and is concluded based on an order (which expresses the customer’s interest in using MetriQ for a specific order and also acceptance of the general terms and conditions, which include these license terms) and granting access to MetriQ by the contractor.
1.2 The service agreement is any contract between HOLLEN and the licensee, the subject of which is the provision of services by HOLLEN in the field of quality assurance of production and/or processes, which mainly include component inspection associated with sorting activities and possible corrective work, additional adjustments, finishing and assembly services, as well as services related to quality assurance of components, production support services, workshop work, logistics and assistance services, or other services, if such a contract includes acceptance of these license terms (e.g., framework agreement, partial agreement, accepted order based on general terms and conditions).
1.2.1. A component is a part, piece, goods, semi-finished product, material, or any combination thereof related to the service provided under the service agreement.
1.2.2. An order is a comprehensive service (or a set of services) provided under a specific service agreement.
1.2.3. A report is a data output related to a specific order (carried out under a service agreement by HOLLEN) for a specific period prepared by HOLLEN. The report contains data related to the specific order.
1.3 MetriQ Suite (hereinafter referred to as “MetriQ”) is an electronic system for workplace digitization, focusing mainly on digital collection, distribution, and presentation of data on individual orders and electronic sharing of documents significant for the order (e.g., technical documentation). MetriQ is a cloud-based solution, a computer program, and is protected by copyright.
1.3.1. The MetriQ View application (hereinafter referred to as “MQV”) is part of MetriQ, representing a web presentation portal that allows viewing and presenting data, sharing documents, and possibly (after concluding a separate electronic communication agreement) also serves for document approval. MQV has various functionalities.
1.3.2. The MetriQ Input application (hereinafter referred to as “MQI”) is part of MetriQ and is used by HOLLEN personnel when providing services under the service agreement, where these personnel enter relevant data related to the order into MetriQ.
1.3.3. The MetriQ Admin application (hereinafter referred to as “MQA”) is part of MetriQ, allowing the administration of selected access and settings.
1.3.4. MetriQ Core (hereinafter referred to as “MQC”) is a database of data created based on inputs through MQI and other internal information systems of HOLLEN and is an integral and essential part of MetriQ.
1.3.5. A log is a computer file with a control record of certain activities carried out in MetriQ.
1.3.6. Technical documentation is all documentation significant from the perspective of the order, especially work procedures, documents related to occupational safety and health, documents related to rules that must be followed at the workplace/area of service implementation, etc.
1.3.7. Data are any electronically stored information related to a specific order, collected using MQI or entered into MetriQ by HOLLEN (or its personnel) in other ways than through MQI, or information entered into MetriQ directly by the licensee; data include, in particular, information on the total time required to complete the order or its individual parts and selected information about components (e.g., their numbers and other specifications) related to the order, as well as technical documentation for the order (especially work procedures), reports, and other documents (e.g., orders and invoices).
1.3.8. A technical outage is the inability to use MetriQ or its part due to system maintenance, internet connection failure, etc.
1.4 A user is any user and administrator.
1.4.1. A user is a person who has been granted access to MQV by the administrator. User access is obtained through access credentials that will be sent by an automated system to their email address provided in the name list, service agreement, or provided by the licensee in another way. A user can also be a person outside the licensee’s structure if it is necessary for them to have access to MQV due to their position (e.g., a quality inspector of the end customer).
1.4.2. An administrator is an MQA user on the side of HOLLEN who manages MetriQ and administers selected MetriQ settings. An administrator can also be a person on the licensee’s side, usually for an additional fee, but only by agreement with HOLLEN, which will determine the scope of permitted authorizations. The licensee is not entitled to use the administrator status for a person on their side without such a special written and provable agreement. Administrator access is obtained through access credentials that will be sent by an automated system to their email address provided in the name list, service agreement, or provided by the licensee in another written and provable way.
1.4.3. Access credentials represent a unique username and password for a specific user.
1.4.4. The name list is an optional list of persons on the licensee’s side, which mainly includes a list of the licensee’s employees who are or should be users; a licensee’s employee is any individual in a direct or indirect contractual relationship with the licensee who performs activities for them in a supplier manner or in a subordinate relationship (hereinafter referred to as “licensee’s employee”). The name list includes, in addition to the name and surname, the user’s email address, allowing the receipt of informational messages related to the use of MetriQ (e.g., access credentials).
1.5 A technician is a person on the side of HOLLEN who is listed as a technician in the service agreement or visible in a specific order (contract) in the contacts section directly in MetriQ.

2. License

2.1 The license is the authorization for the licensee to use MQV, and possibly MQA if the use of MQA by the licensee’s employee has been agreed upon.
2.2 The acceptance of these license terms by the licensee occurs by concluding an order-based license agreement or a separate license agreement, which includes these license terms as an appendix.

3.Basic License Terms

3.1 The licensee and all users are authorized to use MetriQ only in the manner allowed by the license agreement and these license terms.
3.2 Basic license provisions:
3.2.1. The license is granted as non-exclusive.
3.2.2. Duration of the license:
a) For a separate license agreement, the license is granted for up to 2 years after the completion of the last order carried out by HOLLEN for the licensee.
b) For an order-based license agreement, the license is granted for up to 6 months after the completion of the specific order. The specified duration applies only if the license agreement does not state otherwise. The provisions of point 12.2 of the license terms are not affected by this.
3.2.3. Scope of the license:
a) The license allows the licensee to use the functionalities made available by HOLLEN, usually by mutual agreement; if the licensee wants to have a legal claim to access certain specific functionalities, such an agreement must be documented in writing directly in the license agreement or subsequent agreement (e.g., in the form of emails, special documents, or electronic documents signed by authorized representatives of both parties), and such an agreement on behalf of HOLLEN can be concluded by the statutory body, procurator, or a person in the position of general manager or branch manager.
b) The license allows the use of MQV by any user; from the functionalities available to the licensee, the scope of these functionalities for a specific user is determined by the licensee based on a provable agreement with HOLLEN.
3.2.4. Territorial scope of the license: unlimited.
3.3 Sharing user access credentials with other persons is prohibited, even if these other persons have their own access credentials. Violation of this prohibition may result in the termination of the license agreement according to point 12.1 of the license terms.
3.3.1. The provisions of point 3.3 of the license terms do not apply if the sharing of access credentials is permitted in the license agreement.

4. Special License Terms

4.1 The licensee is obliged to ensure that users use MQV only for the following purposes:
a) displaying selected data according to part 5 of the license terms using the provided functionalities (point 3.2.3 of the license terms),
b) generating reports or other available outputs to the extent and in the manner allowed by MQV and the provided functionalities (point 3.2.3 of the license terms),
c) uploading documents related to orders,
d) approving selected documents if a special electronic communication agreement has been signed between the licensee and HOLLEN regarding this. 4.2.
4.2 Access to the data displayed in MQV is provided through a web interface and the use of remote access technologies. 4.3.
4.3 The administrator on the licensee’s side is not authorized to grant access to persons who do not operate within the licensee’s structures.

5. Data and Their Security

5.1 HOLLEN collects data electronically (mainly using MQI), except in cases where technical reasons prevent this.
5.2 Data contained in MetriQ are confidential information; the licensee (and also every user) is obliged to maintain confidentiality regarding the data and must not disclose it to third parties, except in cases where it is permitted by these license terms or the license (or other) agreement. If the data also constitutes a trade secret, the provisions of legal regulations governing the protection of trade secrets apply accordingly.
5.3 The provisions of point 5.2 of the license terms do not apply to the disclosure of data to the licensee:
a) to its employees or other workers of the licensee who have a special legal interest in accessing the data (e.g., due to their position) and are bound by a confidentiality obligation regarding the data,
b) to persons who are financially or demonstrably personally connected with the licensee (through majority shareholders), or to their organizational units, as well as to employees or other workers of these persons, provided that they are bound by the same confidentiality obligation as stipulated in point 5.2 of the license terms.
5.4 If the order is carried out at the customer (client) of the licensee or in logistics or external warehouses on the side of the licensee or the customer (client) of the licensee, the data may also be disclosed to the relevant persons on their side.
5.5 Data may also be disclosed by the contracting party to:
a) the customer or supplier of the licensee (or persons on their side) if they are part of the specific order and need to be informed about the details of the order execution,
b) the provider of logistics services for the licensee (or persons on their side) if they need to be informed about the details of the order execution,
c) the end customer of the licensee (or persons on their side) if they need to be informed about the details of the order execution,
d) persons who are part of the communication (regarding the order) sent by the licensee,
e) other persons with a valid license to use MQV, to whom the order data relates,
f) legal and similar representatives of the contracting parties, who are bound by a confidentiality obligation by law, and also to public authorities if the data is disclosed to them based on the law,
g) other persons as specifically agreed between HOLLEN and the licensee. 5.6.
5.6 If the scope of data accessible to the licensee in MQV is not specified in the service agreement or the license agreement, it will be determined by HOLLEN; however, if the licensee wants to have a legal claim to access certain specific data, such an agreement must be documented in writing (e.g., in the form of emails, special documents, or electronic documents signed by authorized representatives of both parties).
5.7 HOLLEN is authorized to collect, use (in the broadest possible sense of the word), and provide data to other entities in the manner specified in these license terms without the special consent of the licensee. Regarding the use of data by HOLLEN, it is understood that the data is used exclusively to provide information about orders to designated persons, to create and present analyses, for invoicing, and for further development of MetriQ, and the data may be processed for these purposes in the broadest possible sense.
5.8 MetriQ operates within Microsoft systems (e.g., server in MS Azure, Windows Server, and Microsoft SQL database), which HOLLEN regularly updates, especially in terms of security patches.
5.9 HOLLEN also:
a) ensures data security, particularly by ensuring that all communication between the user and MQV takes place over an encrypted HTTPS protocol,
b) ensures that the SSL certificate is current and valid,
c) continuously evaluates logs and attempts to respond to suspicious activities.
5.10 HOLLEN allows access to MetriQ (including data stored in it) to an external company that develops and modifies MetriQ for HOLLEN, provided that this company is bound by a confidentiality obligation based on the relevant agreement.
5.11 HOLLEN may use the data (including personal data of the licensee’s workers to the extent of name, surname, email, and phone number, the name of the company they work for) in its other information systems or may disclose it to: a) third parties financially or personally connected with HOLLEN, b) IT service providers for HOLLEN who participate in the development and maintenance of the MetriQ system.

6. Other Conditions

6.1 The licensee is not authorized to allow access to MQV to persons who are not users.
6.2 HOLLEN recommends that each user change their access password after the first login.
6.3 It is recommended that the licensee provide HOLLEN with a name list. Without providing the name list, HOLLEN will grant access credentials only to persons whose need for access arises from the concluded service agreement for the given order (especially persons specified in the agreement) or persons according to point 5.5 of the license terms.
6.3.1. HOLLEN may grant a specific person on the licensee’s side administrator rights, in accordance with the conditions stated in point 1.4.2 of the license terms.
6.4 The administrator on the licensee’s side has the right to grant user access to a person other than the licensee’s employee (especially an external worker) only with the prior provable consent of HOLLEN.
6.5 The administrator for HOLLEN is authorized to deactivate a user’s account if:
a) the user misuses MQV in any way, or there is reasonable suspicion of misuse of MQV,
b) the user violates the provisions of the license terms,
c) there is suspicion of misuse or leakage of the user’s access credentials or other data, or such misuse or leakage is confirmed,
d) it is found from a reliable source that the current user no longer operates within the licensee’s structures or their job position has changed so that they no longer require access to MQV,
e) the relevant user account has not been used (especially if the user has not logged in) for more than 2 months.
6.6 HOLLEN is authorized to correct errors in MetriQ and issue new versions/updates of MetriQ and install them automatically without the licensee’s consent. 6.7.
6.7 HOLLEN is authorized to perform updates and upgrades to MetriQ at any time and at its own discretion to improve security and adjust system functionalities. 6.8.
6.8 The licensee is responsible for ensuring that individual users comply with the license terms, especially the prohibition according to point 3.3 of the license terms (the provisions of point 3.3.1 of the license terms are not affected by this).
6.9 The functionalities of MetriQ require internet access from the device through which the user wants to access them. HOLLEN is not responsible for the user’s inability to access MetriQ functionalities due to missing or insufficient internet connection. HOLLEN does not provide any technical devices needed to access MetriQ.
6.10 MQC is also subject to separate protection under copyright law, with HOLLEN being the entity that initiated and ensured the creation of the database, enjoying copyright protection of the database, and the licensee having no special rights to it, as the licensee’s inputs do not constitute a substantial qualitative or quantitative contribution to obtaining, verifying, or presenting its content.
6.11 Instructions for Use and Training
6.11.1. HOLLEN will provide training materials free of charge to the extent determined by it for the purpose of familiarizing users with the use of MetriQ.
6.11.2. HOLLEN may also provide special training for future users by agreement with the licensee.

7. Logs and Cookies

7.1 In case of disputes between HOLLEN and the licensee regarding user behavior when using MetriQ, the MetriQ logs are decisive, which the licensee accepts by using MetriQ.
7.2 MetriQ collects only the cookies necessary for the proper functioning of the relevant websites and does not use analytical or marketing cookies.

8. Personal Data

8.1 The licensee consents to the processing of personal data of users and third parties on its side, which it has provided to HOLLEN (e.g., in the order/contract, in the name list, especially by email) for the purpose of fulfilling HOLLEN’s contractual obligations to the licensee, as well as to other contractual partners. The licensee is also obliged, if required by legal regulations, to obtain the consent of the affected workers of the licensee to provide their personal data to HOLLEN; otherwise, the licensee is liable to HOLLEN for any damage that HOLLEN suffers as a result of the missing consent or in connection with it. The provisions of this point apply accordingly to other persons on the licensee’s side (e.g., the customer/end customer of the licensee, logistics warehouses on the licensee’s side).
8.2 HOLLEN is not obliged, given the licensee’s obligation under point 8.1 of the license terms, to examine whether a specific worker of the licensee (or a third party on its side) has given consent to provide their personal data to HOLLEN; the licensee is solely responsible for obtaining the consent.
8.3 Regardless of the provisions of points 8.1 and 8.2 of the license terms, the licensee is obliged, in cases where required by Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR), or similar regulation, or required by the Personal Data Protection Act, to ensure the consent of the relevant persons who are to be users to the use of their personal data in MetriQ, including their disclosure according to these license provisions to third parties (e.g., point 5.11 of the license terms), immediately after concluding the license agreement; otherwise, the licensee is liable for any damage (including penalties, lost profits, damage to reputation) that HOLLEN suffers as a result.
8.4 To avoid any doubt, it is understood that by disclosing personal data of individuals (especially users) by the licensee itself or a specific user, the licensee automatically declares that it has the consent of the relevant person to process their personal data and provide it to third parties to the extent specified in these license terms and to the extent disclosed by the licensee itself or by persons on its side.

9. Restrictions and Prohibitions

9.1 The licensee is not authorized to decompile, decrypt, disassemble, perform reverse engineering, or attempt to derive the source code of any part of MetriQ. The structure, arrangement, and computer code of MetriQ (as well as its parts) are considered confidential and proprietary information and are protected by copyright. The licensee is obliged to maintain confidentiality regarding the technical solution (e.g., user interface, functionalities) of MetriQ and its individual parts, which are also considered confidential information.
9.2 The licensee and any user are not authorized to:
a) remove, cover, or modify any copyright, trademark, or other proprietary rights or intellectual property rights notices that may be displayed in MetriQ,
b) access MetriQ in a manner that attempts to copy, extract, or reuse any part of the data or parts of MetriQ, except by using the official functionalities of MetriQ, or in a manner that is contrary to these license terms,
c) access MetriQ in any way other than using the assigned username and corresponding password (e.g., attempting to breach security measures, hacking, etc.),
d) circumvent technical limitations of MetriQ,
e) reproduce, modify, or create derivative works from MetriQ (or its parts),
f) transfer or assign the license, provide sublicenses,
g) rent, lend, transfer, sell, or redistribute access to MetriQ or any of its parts,
h) use any granted administrator permissions in a manner contrary to the purpose of the granted permissions, contrary to the scope of the granted permissions, or contrary to the provisions of the license agreement or these license terms or other special agreements with HOLLEN,
i) use MetriQ in a manner contrary to the terms of use according to these license terms, especially using MetriQ to transmit computer viruses, worms, trojans, or other malware,
j) use MetriQ in a manner contrary to generally binding legal regulations. 9.3.
9.3 HOLLEN is not responsible and cannot be held liable in any way if a user discloses their access credentials to a third party.
9.4 Access to MetriQ is provided “as is” or “as available.” HOLLEN is not responsible for any inability or limited ability to use MetriQ, nor for errors in MetriQ.
9.5 The licensee has the option to report errors in MetriQ in the manner specified in point 11 of the license terms.
9.6 HOLLEN is not liable for any damages or losses resulting from the use (including misuse), interruption (including technical outage, network attacks, system maintenance, etc.), suspension, or termination of the use of MetriQ, including the procedure according to point 6.5 of the license terms. HOLLEN is particularly not responsible for any consequences of decisions made by the licensee based on incorrect or incomplete interpretation of data available in MetriQ.

10. Special Obligations in Relation to Service Agreements

10.7 In the event of a technical outage, data related to the order is collected in paper form or in another manner agreed upon by the contracting parties and must subsequently be entered into the MetriQ system by HOLLEN without undue delay after the technical outage has been resolved.

11. Reporting Errors and Technical Outages

11.1 The licensee is obliged to promptly report any error in MQV or technical outage to HOLLEN at metriq@hollen.sk or inform the technician, who will relay the information to HOLLEN’s IT department.
11.2 HOLLEN continuously fixes errors in MetriQ, determining the timeframe for error resolution based on the severity of the error. Error resolution is carried out by deploying updates to MetriQ, with the timing and method of deployment decided solely by HOLLEN. If the technical outage is on HOLLEN’s side, it will be resolved without undue delay after detection.
11.3 The licensee sends any error reports or deficiencies, as well as suggestions for improving MetriQ, to the technician.

12. Termination of the License

12.1 In addition to the methods of license termination specified directly in the license agreement, the license also terminates upon termination of the license agreement by HOLLEN in the event of a breach of these license terms by the licensee or user. The termination is effective upon delivery to the licensee.
12.2 The license terminates in cases other than those specified in point 12.1 of the license terms, upon revocation of access by HOLLEN to the licensee or individual users, with HOLLEN being authorized to revoke such access no earlier than the expiration of the period for which the license was granted according to point 3.2.2 of the license terms; during the period from the expiration of the license period according to point 3.2.2 of the license terms until the revocation of access according to this point, the license is considered automatically extended.
12.2.1. For the avoidance of doubt, it is stated that if the license was granted multiple times or for multiple orders (especially based on multiple order-based license agreements), the termination of the license for one order does not affect the rights to use MetriQ for other orders, i.e., the validity of the license for one order does not affect the validity of the license for another order; this does not apply in the case specified in point 12.1 of the license terms, where all granted licenses terminate unless HOLLEN states otherwise in the termination.
12.3 If the licensee has concluded a separate license agreement with HOLLEN, this takes precedence over the claims from individual mutually agreed orders, i.e., the termination of one order does not terminate the license for that order in the sense of point 12.2 of the license terms, but the license to use MetriQ (for all orders of the licensee, including completed orders) terminates only upon the termination of the separate license agreement.
12.4 After the termination of the license, the licensee is not authorized to use the data (including transcripts, rewrites, and copies) in any way other than to defend its rights in potential court proceedings or in the case of their submission to public authorities based on their legitimate request.
12.5 After the termination of the license, HOLLEN is not obliged to make the data available to the licensee in any way unless specifically agreed in writing; this does not affect any potential claim for data export if specifically agreed in the license agreement.
12.6 After the termination of the license, claims for damages and other performances that arose or are causally related to the period of validity of the license remain in effect.

13. Final License Provisions

13.1 In the event of a breach of any obligation stated in these license terms, the licensee is liable for all damages directly or indirectly (e.g., by way of a recourse claim) suffered by HOLLEN, regardless of whether the breach of obligation is also sanctioned by a contractual penalty.
13.2 The licensee is responsible for the actions of all persons using MetriQ on its side (especially users), as well as for the actions of all persons to whom it has allowed the use of MetriQ, either directly or through users, as if it had acted itself.
13.3 The licensee acknowledges that the provisions of these license terms do not affect any other obligations arising from legal regulations (especially the Copyright Act) when using MetriQ.
13.4 Confidentiality is governed by the relevant provisions of the license agreement, the service agreement, and the relevant legal regulations.
13.4.1. The confidentiality obligation does not apply to the provision of necessary information to suppliers of technical solutions implemented within MetriQ, who may need access to data for maintenance, repairs, upgrades, error correction, or technical outages.
13.4.2. Disclosure of data or other information in accordance with these license terms is not a breach of the confidentiality obligation.
13.4.3. Disclosure of data or other information to persons according to point 5.5(f) of the license terms is also not a breach of the confidentiality obligation.
13.5 Delivery is governed by the provisions of the service agreement.
13.6 In the event of a conflict between the provisions of these license terms and the provisions of the license agreement, the electronic communication agreement, or the service agreement, the provisions in the following order take precedence:
a) for provisions related to license terms (the right to use MetriQ): 1. provisions of the license agreement (including these license terms), 2. provisions of the electronic communication agreement, 3. provisions of the service agreement,
b) for provisions related to electronic communication (including the exchange and confirmation of electronic documents): 1. provisions of the electronic communication agreement, 2. provisions of the license agreement (including these license terms), 3. provisions of the service agreement,
c) for other provisions related to the execution of the order: 1. provisions of the service agreement, 2. provisions of the electronic communication agreement, 3. provisions of the license agreement (including these license terms). If any of the agreements are not concluded, their order is disregarded.
13.7 If any provisions of these license terms are valid only in part or later become invalid, the validity of the other provisions is not affected. Instead of the invalid provisions, the regulation that most closely approximates the meaning and purpose of these license terms will be applied.
13.8 If the user directly confirms familiarity with these license terms (especially by clicking such an option within the MetriQ web interface after logging in), who does not have the status of the licensee, by expressing such familiarity, they agree to comply with these license terms to the extent that they apply to their user role (i.e., user, administrator).

14. Governing Law and Jurisdiction in Relation to These License Terms
14.1 In the event of a conflict between two legal systems, the governing law is the law of the Czech Republic.
14.2 The courts of the Czech Republic have jurisdiction to hear disputes arising from these license terms.

General Terms and Conditions of HOLLEN CZ s.r.o. in the Czech Republic

valid from 1.1.2019

Article I

Introductory Provisions

1.1 The present General Terms and Conditions (“GTC“) govern the relationship between HOLLEN CZ s. r. o., with its Registered Office at Jiráskova 528/51, Mladá Boleslav, 293 01, the Czech Republic, Corporate ID (IČ): 28978013, VAT ID: CZ 28978013, registered in the Commercial Register maintained by Prague, Municipal Court, Section: C, Registration File No.: 157357, represented by Ing. Martin Liška, (the “Service Provider“) and the legal entity ordering any of the services defined in Article III of these GTC (the “Client“), except where the Service Provider and Client concluded a separate agreement for services under which the applicability of these GTC is excluded.

Article II

Definitions of Terms

2.1 Client – legal person ordering services from the Service Provider according to these GTC.

2.2 Service Provider – legal person providing services according to these GTC (i.e. HOLLEN CZ s.r.o.).

2.3 Final Customer – legal entity for whom components being the subject matter of services provided according to these GTC are designated; Final Customer and Client may be the same legal person.

2.4 Supplier – third party supplying the Service Provider with components and parts employed in delivery of the services provided according to these GTC.

2.5 Component – component, goods, semi-product, material or any combination thereof that is the subject matter of the services provided according to these GTC.

2.6 Order – document through which the Client orders the execution of a particular task and which is prepared, delivered and signed in conformance with Article IV of these GTC. Acceptance of an Order by the Service Provider in conformance with Article IV of these GTC shall constitute a contractual relationship between the Service Provider and the Client.

2.7 Contract – a contract agreed by accepting the order on the part of the Service Provider in accordance with the GTC.

2.8 Person responsible for Work Procedure – Responsible person on Client’s side (in particular Quality Department Staff) appointed for the relevant Task in the Order; Final Customer’s representative may also act in such a capacity if so decided by the Client and such person’s actions are directly binding for the Client under these GTC.

2.9 Responsible person authorized to sign the Worksheet – any person appointed by the Client in the Order to sign the Worksheet

2.10 Quality department Staff – a person authorized by the Client specified for each Task in the Order; this person can be based on the decision of the Client also a person of the Final Customer, the acting of which obliges however according to these GTC directly the Client.

2.11 Service Provider’s Staff – employees or other cooperating persons (individuals – operators of trades; legal persons) of the Service Provider or its subcontractors providing the services to the Client under these GTC on behalf of the Service Provider such as, without limitation, operators, technicians, residents, coordinators.

2.12 Technician – Service Provider’s responsible person assigned to a relevant Task in the Order.

2.13 Work Procedure – written key operating document containing a detailed description of individual steps performed on Components that are the subject matter of the execution of a Task.

2.14 Worksheet – document confirming the type and scope of the provided Services and serving as the underlying document for invoicing purposes.

2.15 8D – customary procedure used in the automotive industry as a standard method for the improvement of the quality of production and for addressing assorted issues, including complaints.

Article III

Services

3.1 Services provided according to these GTC include, without limitation:

a) services in the area of assurance of the quality of production and/or processes including, in particular, inspection of Components associated with sorting activities and corrective actions and additional modifications, if any;

b) any other services associated with assurance of the quality of Components including, without limitation, production support, shop works, logistics and assistance services (hereafter being referred to as the “Services”).

3.2 Particular type and scope of the provided Services are described in the contract/Order.

3.3 The Client recognizes his obligation to pay the Service Provider a compensation for the provided services in accordance with the GTC and the Specific Contracts/Orders.

Article IV

Placing Orders for Services

4.1 Services under these GTC are provided under individual contracts or specific, mutually confirmed Orders; in the case of specific Orders, a contractual relationship between the Service Provider and Client is established upon the acceptance by the Service Provider of the Client’s Order made out according to these GTC by the Client. These GTC are an integral part of any contractual relationship established according to the preceding sentence.

4.2 Orders must be placed in writing either in documentary hard copy or electronic forms and must be delivered:

a) electronically (in particular by e-mail having as its attachment a scanned copy of the Order in paper form, or an electronic file signed with electronic signature allowing for clear and unambiguous identification of the person acting on behalf of the Client);

b) or by hand.

4.2.1 The following particulars must be specified in Orders:

a) identification of the Component(s) that are to be the subject of the Services provided in execution of a particular Task,

b) definition and description of the ordered Services, including definitions of individual quantifiable units relating to the ordered Services (such as quantity, time) as far as possible for the particular Service,

c) identification of the place of execution of the Task

d) specification of the date of commencement of execution of a particular Task,

e) assignment of a specific Technician to a particular Task,

f) specification of the price of the ordered Services;

g) name, surname (perhaps even title/position) of the person signing the Order for the Client;

4.2.2 Orders may also contain the following information:

a) estimated date of termination of the provision of Services;

b) appointment of the Responsible person authorized to sign the Worksheet,

c) appointment of the Person responsible for Work Procedure,

d) appointment of the Client’s Financial Department Officer responsible for invoicing-related matters (person competent to secure the settlement of invoices),

e) request that the Service Provider provides specific equipment (Article 5.7 of these GTC);

f) requirement for the form and frequency of furnishing partial Worksheets (Article 9.4 of these GTC);

g) Work Procedure (Article 5.1 of these GTC),

h) definition of special costs the Client will pay to the Service Provider

i) Order Number;

j) requirement to be provided with a hard copy of the invoice,

k) appointment of the person to whom the electronic invoice is to be delivered

l) other requests, conditions and arrangements, if any

4.2.3 Order (or its attachment) may also include the appointment of more than one Quality department staff or Persons responsible for Work Procedure and the assignment of individual powers/authorization resulting from these GTC to each of them (e.g. right to sign the Work Procedure or any amendments thereto, right to handle complaints, etc.).

4.3 Orders will be preferentially placed on order forms created by the Service Provider for that purpose. The Service Provider will fill in the order form according to the information and supporting documentation furnished by the Client and will subsequently send it to the Client. The Client, after filling in any missing details, will mail the signed binding Order to the Service Provider. For a contractual relationship to be established, the Service Provider must subsequently accept the Order through its signature by the Service Provider’s authorized person (Article 10.2 of these GTC). Accepted Orders (just like contracts) will become binding on both Contracting Parties upon due delivery of the accepted (i.e. duly signed by both Contracting Parties) Order by the Service Provider to the Client pursuant to Article 4.7 of these GTC.

4.4 Subject to its own discretion, the Service Provider may also accept Orders placed otherwise than according to Article 4.3 of these GTC (in particular orders placed on Client’s own order forms), provided that such Orders will contain at least the mandatory required elements according to Article 4.2.1 of these GTC.

4.4.1 If, in any Order pursuant to Article 4.4 of these GTC, only the statement pursuant to Article 4.2.1 letter h of these GTC is missing, the Service Provider is still authorized to accept that Order, provided that the contractual relationship established pursuant to Article 4.4 of these GTC will become valid and effective only upon delivery of additional declaration pursuant to Article 4.2.1 letter h of these GTC which must be in the written form (Article 4.2 of these GTC shall apply accordingly); the Contracting Parties must make such declaration prior to commencement of the execution of the Task, otherwise no contract will be established.

4.5 The Client’s Order will be deemed properly delivered, if delivered to the Service Provider:

a) in documentary form in the hands of the Service Provider’s authorized person (Article 10.2 of these GTC), or

b) by e-mail sent to the Technician’s e-mail address specified in the order form the Service Provider sent to the Client or

c) to the same Service Provider’s address from which the order form pursuant to Article 4.3 of these GTC has been sent or

d) in the case of an Order placed pursuant to Article 4.4 of these GTC, by e-mail sent to the address of the Service Provider’s authorized person (Article 10.2 of these GTC).

4.6 The Accepted Order is deemed duly and properly delivered if delivered:

a) in documentary form, in the hands of any Client’s contact person, or

b) by e-mail sent to the e-mail address of the Client’s person having signed the Order on Client’s side as specified in the Order, or

c) by e-mail sent to Client´s person defined in 10.1 of these GTC or

d) in the case of an Order placed pursuant to Article 4.4 of these GTC, by e-mail sent to the address from which the Order has been dispatched from the Client’s side.

4.7 The Service Provider has no obligation to accept any binding order placed by the Client. Any binding Order not accepted and delivered to the Client within 48 hours of its delivery to the Service Provider ceases to be valid.

4.8 If, after the conclusion of a contract/contractual relationship pursuant to this Article, the Client places another Order for identical Services, this shall be deemed a legally non-binding order made solely for the Client’s internal needs (e.g. SAP ERP) even if the Service Provider confirms such an Order; i.e. such additional Order will not amend or supersede the original contractual relationship and shall be deemed exclusively an internal document of the Client; this shall not apply in the case of explicit cancellation or explicit modification of the original Order, provided that such cancellation or modification of the Order is unambiguously, incontestably and directly stated in the later Order with a reference to the original provisions that are being cancelled/modified, or to the entire original Order identified by a concrete date (to cancel a previous Order only a general statement to the effect that the new Order supersedes all prior agreements, or any other similar provision will not be deemed sufficient).

4.9 The modification of an Order may be executed in particular by placing of a new Order, the provisions of these GTC shall apply accordingly, or by an agreement of the Contracting parties on the subject of the modification. The following terms of the execution of a Task may be modified by reciprocally approved e-mail:

a) length of a Task,

b) expansion of a Task to other Components,

c) limitation of a total volume/value of a Task, even upwards (increasing),

d) change/expansion of the place of execution,

e) change/introduction of surcharges pursuant to these GTC, that were originally excluded.

4.9.1 The modification of an Order shall always be recorded in writing (hard copy, email) and the subject of the change of an Order may be agreed by Client’s and Service Provider’s:

a) person, who has signed the original Order,

b) person, who has replaced the person listed in letter a in a position originally held by the person listed in letter a or

c) person superior to persons listed in letters a or b (e. g. superior manager, statutory representative, etc.)

4.9.2 Newly agreed terms shall be applicable from the moment specified in an Order and if such moment is not specified, from Service Provider’s acceptance of the Order. Unless otherwise stated in a new Order, the provisions of a previous Order shall apply on the foregoing services provided under the Task.

4.10 Any reference in the subsequent Articles to an Order shall be deemed reference to an Order accepted by both parties and functioning as a separate contract.

Article V

Execution of Task

5.1 A detailed description of the execution of each Task must be included in the Work Procedure prepared and signed jointly by a Technician and a Person responsible for Work Procedure, unless the Work Procedure has been annexed to the Order.

5.2 The Service Provider’s responsible worker coordinates the execution of a Task according to the Work Procedure.

5.3 Changes in the Work Procedure, if any, must be made

a) in the form of amendment to the Work Procedure or

b) by a preparation of updated full text of the Work Procedure. The change according to previous sentence must be made in a written form and shall be signed by the Technician and the Person responsible for Work Procedure. The amendment or updated full text of the Work Procedure pursuant to the first sentence must contain a description of the change and information about the precise time of its approval and/or the time when it is to become effective.

5.4 To ensure due and proper execution of a Task, the Service Provider undertakes to secure a sufficient number of its staff (possessing the abilities, knowledge, efficiency and skills required for the given Task) who will execute the Task.

5.5 The Technician is the Service Provider’s responsible person for matters relating to the Task and shall, without limitation:

a) be responsible for execution and realization of the Task,

b) coordinates work of other workers of the Service Provider who take part in the Task execution,

c) participate in preparation of the Work Procedure pursuant to these GTC and sign the same on the Service Provider’s behalf (including any amendments thereto), unless set out otherwise in these GTC,

d) prepare Worksheets and partial Worksheets,

e) engage in activities comprising quality assurance for the provided Services, and in the complaint handling procedure pursuant to Article XIII of these GTC,

f) act as the Service Provider’s point of contact for receipt of any suggestions, comments or requests relating to the Task; the Technician must receive information about any organizational changes relating to the execution of the Task , or obstacles preventing due and proper execution of any Task without delay,

g) contact the Person responsible for Work Procedure as and when needed, in particular for requesting any required collaboration.

5.6 Unless agreed otherwise between the Client and the Service Provider, the Service Provider shall secure basic equipment and accessories, tools and working material required for the execution of the Task (e.g. marking pens, stickers, identification labels, pens, sheets of paper, forms, tapes and other materials as may be required), as well as any equipment required to secure safety and protection of health at the workplace, all of the preceding in the customary scope and quantity (hereinafter jointly “Basic Work Aids”).

5.7 The Service Provider and Client may agree that the former shall also secure other work equipment or tools, such as desks, lighting fixtures, binding devices etc. (the “Above Standard Aids”), otherwise they are to be secured by the Client. The corresponding agreement with detailed description/listing of the Above Standard Aids to be secured must be specified in the Order.

Article VI

Place of execution of Task

6.1 Services according to these GTC are performed mainly in the Client’s premises, or in the Final Customer’s premises or on the Service Provider’s premises. The exact place of execution of the Task and the costs associated with such place, if any, must be specified in each of the Orders.

6.2 The Client is obliged to provide the Service Provider’s staff involved in the performance of any particular Task with access to the place of execution of the Task, if located in the Client’s, Final Customer’ premises and to provide them with the required means (identification cards, chips, name tags, etc.).

6.3 The Client is obliged to secure appropriate premises for the performance of the Services and activities related to the performance of the Services (such as supply and removal of materials) and to equip such premises with appropriate equipment/devices allowing an efficient performance of the subject of these GTC.

6.4 It will be the Client’s responsibility to ensure that the place of execution of the Task meets all the requirements set out in applicable legal regulations, in particular those dealing with occupational safety and health and fire protection.

6.5 It is the Client’s obligation to explain to the Technician the internal norms regulating the occupational safety and fire protection applicable to the location where the services are provided. The Client is also obliged to introduce and explain any additional regulations that apply to the location and which must be observed during the Task fulfilment (“Internal Norms”). The Technician must be duly acquainted with the norms before the fulfilment of the first Order in the particular location starts, and consequently re-acquainted in case of any changes in the Internal Norms of the Client; this must take place without undue delay. A written record of acquaintance of the Technician with the Internal Norms is made. If no such record is made, the Service Provider bears no responsibility for breaching the respective Internal Norm(s), he has not been acquainted with in written form, in accordance with this article of the GTC.

6.6 Following the procedure described in article 6.5 of these GTC, it is the Technician’s duty to share the Internal Norms with all collaborating staff providing the services at the location. The Internal Norms must be passed to the respective staff member before he starts working at the location. The provisions of Articles 6.5 and 6.6 also apply to any changes of the Internal Norms.

6.7 The Service Provider is responsible for securing the observance of the Internal Norms by his staff with which the Technician has duly been acquainted in accordance with the Article 6.5 of the GTC.

Article VII

Time of Execution of Task

7.1 The Service Provider undertakes to secure that the execution of any Task will commence at the time agreed upon in the Order, otherwise in the customary time, considering the location and accessibility of the place of execution of the Task.

7.1.1 Compliance of the Service Provider with the time of commencement of execution of the Task is conditional upon receiving the required collaboration to be provided by the Client pursuant to Article VIII of these GTC.

7.2 The Duration of the performance of Services in hours will be continuously recorded in the Worksheet prepared by the Technician of the Service Provider and confirmed by the Responsible person authorized by the Client to sign the Worksheet. (Article 9.3 of these GTC); the provision of Article 10.5 these GTC is not affected by this procedure.

7.3 The Duration of the performance of Services is to be recorded in the Worksheet which will also include the time required for:

a) management and execution of logistics operations,

b) packaging and associated organisational arrangements (e.g. ensuring compliance with the packaging regulation),

c) informing the Technician and other Service Provider’s staff with internal regulations effective in a place of execution of the Task and possible changes of these regulations,

d) idle times not caused by Service Provider’s staff,

e) periods of time corresponding to duration of statutory breaks (e.g. lunch breaks),

f) time required for organizational arrangements in support of Tasks (including meetings with departments for the purpose of execution of the Task),

g) preparation of partial Worksheets (Article 9.4 of these GTC), reports and final documentation for any Task,

h) provision of photo documentation (e.g. in order to record the quality of controlled Components or other parts).

Article VIII

Client’s Collaboration

8.1 The Client is required to provide all the collaboration required for the execution of any Task to the Service Provider without limitation, such as:

a) to provide all specialized technical information that may be required for due and proper performance of Services;

b) to provide the Components that are to be the subject of the Services and/or to provide access to such Components;

c) to provide access to the place of execution of the Task;

d) to secure work ambience that is in conformance with the applicable legal regulations dealing with occupational safety and health;

e) to give any required additional instructions and clarifications of requirements relating to any particular Task;

f) to secure work aids, tools and other equipment not provided by the Service Provider;

g) to provide additional collaboration required under the provisions of these GTC (e.g. Articles 5.1 , 6.3 , 7.2 );

h) to provide any collaboration, in particular as and when requested.

8.2 If the Client fails to provide the required collaboration pursuant to the preceding section, the Service Provider will be entitled to discontinue the performance of Services.

8.3 If the provision of Services is discontinued due to failure of the Client to provide the required collaboration, the Service Provider will not be deemed defaulting with the provision of Services while collaboration pursuant to Article 8.2 of these GTC is not being provided, and will not be liable for any damage occurring in causal relationship with such discontinuation; in such a case, the duration of discontinuation of the performance of services is deemed idle time not caused by the Service Provider’s staff pursuant to Article 7.3 letter d of these GTC. For this idle time the Service Provider is entitled to compensation in full amount as if there has no such idle time been.

8.4 If the Client does not specify any Financial Department Officer responsible for invoicing-related matters in the Order, the Client will have the obligation to notify such staff member to the Service Provider in a provable manner within 10 days after signing of the Order.

8.5 The provisions of this Article shall also apply accordingly to the Final Customer (eventually also to other third party), if any Task is executed either on the Final Customer’s premises or with the involvement of Components in the possession of the Final Customer; in such cases, the Client will be required to secure the Final Customer’s (or other third party’s) collaboration in the required extent (in particular according to the provisions of this Article) and will be liable for any non-collaboration by the Final Customer as if the collaboration had been refused by the Client itself.

8.6 The Client shall inform the Service Provider in a specific and demonstrable way (for instance in the Order, Work Procedure, etc.) that a Task concerns the Components, which in the automotive industry are regarded as safety components or components with special features (e.g. safety features), usually distinctively labeled or labeled in a documentation i. e. D/TLD-characteristics or ESD (hereafter as “Safety Component“) and take this situation into account in the Work Procedure, so that the Work Procedure would correspond to the fact that the Safety Component is being handled. If the Client fails to inform the Service Provider, the component shall not be considered a safety component for the purpose of the Task and the Service Provider shall not be liable for the consequences that may arise (i. e. improper handling or storage) and the Client is not entitled to set up any claim(s) originating from or related to the fact that the Component has actually been a Safety Component. The Client shall be solely liable for the deficiencies in the Work Procedure related to the handling of the Safety Component.

Article IX

Worksheet and Partial Worksheets

9.1 The Technician will prepare a Worksheet concerning the provided Services.

9.1.1 The Worksheet must include the number of hours of performance of Services by all Service Provider’s staff or the number of other measurable units quantifying the provision of Services, as long as these were defined in the Order (Article 4.2.1 letter b of these GTC.

9.1.2 The Worksheet may also include:

a) a list and quantities of Components that were the subject of Services and/or type of the provided Services,

b) information about the number of identified faulty Components, and the number of repaired Components,

c) number of Service Provider’s staff involved in the performance of Services,

d) remuneration for the provided Services,

e) other facts/information as may be demonstrably agreed upon between the Technician and the Person responsible for Work Procedure or the Responsible person authorized to sign the Worksheet.

9.2 The Worksheet will be prepared after the execution of a Task or upon termination of a complete period (e.g. a week, 2 weeks period or a month, especially if the execution of a Task extends beyond 14 days). The Service Provider shall determine the frequency of preparation of the Worksheets, unless it is stated in the Order. Subject to demonstrable agreement between the Client and Service Provider, Worksheets may also be prepared at other mutually agreed times.

9.3 Worksheets confirmed by the Responsible person authorized to sign the Worksheet (Article 4.2.2 letter d of these GTC) shall serve as the underlying document for invoicing purposes; if the Client named no such person in the Order, the person referred to in Article 10.5 of these GTC shall confirm the Worksheet by signature. The Client’s person confirming the Worksheet shall also state his/her name, surname and position and/or title opposite to his/her signature. The Client’s person that is supposed to confirm a Worksheet prepared by the Service Provider according to the Client’s internal distribution of powers shall either confirm, or comment on the Worksheet within three (3) days after the date of receipt of the Worksheet by the Client and shall do so either by means of electronic message, letter. If the Client provides no comment(s) on the Worksheet, the Worksheet is deemed approved also if it has not been approved at all in the above period (i.e. fiction of approval will apply). Worksheets will also be deemed approved if the Service Provider duly incorporates all the Client’s comments, such approval taking effect upon dispatching the revised new Worksheet.

9.4 Upon the Client’s request, the Service Provider may also prepare partial Worksheets containing data as requested by the Client and will be prepared in a form and/or at times as requested by the Client; nonetheless, the Service Provider will have the obligation to prepare partial Worksheets only if this is requested in the Order (Article 4.2.2 letter f of these GTC). Partial Worksheets shall not serve as underlying documents for invoicing purposes and serve only for the Client’s needs.

Article X

Authorized Persons

10.1 The following persons on the Client side are authorized to issue and sign orders:

a) Statutory representative or a designated Chief Clerk of the Client,

b) A person with written authorization issued by a person from section a); the Client must provide the authorization to the Service Provider;

c) Other staff of the Client’s functional departments (e.g. Logistics, Quality, Development, Purchasing and others) which are individually designated to perform this Task by the Client.

10.2 The Service Provider’s persons authorized to sign Orders are:

a) Service Provider’s Statutory Representative(s),

b) Service Provider’s Chief Clerk, if appointed;

c) Head of the Service Provider’s branch,

d) Technicians, each of them individually.

10.3 Each of the contracting parties can, by means of unilateral written notice signed by the statutory representative of the notifying party, provide a list of Authorized Persons different from Paragraphs 10.1 and 10.2 , respectively. The change is effective with the delivery of the notice and a specific amendment of the GTC is not required.

10.4 If the Client’s Order does not designate a particular staff of the Quality Department as a person responsible for a Work Procedure, the authorization to act on behalf of the Client is provided to all staff working on the Client side (above all Client’s staff or collaborating persons); this may include the Final Customer or another third person on the Client side, provided that such a third person participates in the Task actively (e. g. cooperation) or passively (e.g. control, handover). The rank of such worker must be equivalent or higher to the worker responsible for quality. The Service Provider has no obligation to examine authorization limits of the Client staff, therefore the actions of the staff are in their full extent binding for the Client. The only exception is when the Service Provider was demonstrably aware that a staff member is exceeding the authorization limits, but failed to report this situation to the Client without undue delay.

10.4.1 The Client has the right to notify to the Service Provider, at any time and in a provable manner, the missing contact information pertaining to the Person responsible for Work Procedure, as well as to notify any changes in such information; The identity of the person making the notification on behalf of the Client must be clearly stated in the notification.

10.5 The provisions of Article 10.4 of these GTC shall also apply accordingly to the Responsible person on the side of the Client authorized to sign Worksheets (Article 4.2.2 letter b) of these GTC) if not named in the Order.

Article XI

Compensation for Provided Services

11.1 For the provided Services, the Client undertakes to pay the Service Provider a compensation at an amount as agreed upon in the Order with potential surcharges and costs resulting from these GTC, unless otherwise agreed in the Order.

11.2 VAT at the statutory rate will be added to the compensation. Compensation will be invoiced according to the actual number of hours and/or other quantifiable units (Article 4.2.1 letter b of these GTC) at which the Services were provided and as specified in a confirmed Worksheet in conformance with the provisions of this Article.

11.3 Surcharges to the basic hourly remuneration as agreed in an Order for Services performed:

a) at night-time 25%,

b) on Saturdays (00.00 h – 24.00 h) 50%,

c) on Sundays and other non-working days e.g. public holidays (00.00 h – 24.00 h) 100%.

The following time periods of a week shall be deemed to be at night time – Mon.: 00.00 –

06.00 h; 22.00 – 06.00 h of the next day, Tu. – Th.: 22.00 – 06.00 h of the next day, Fri.:

22.00 – 24.00 h.

The Service Provider is entitled to surcharges according to this Section also in the absence of specific agreement to that effect in an Order. If the surcharges are agreed in an Order in a different amount or are excluded, the provisions of the Order shall apply. If any of the time periods falls within several surcharges pursuant to letter a – c of this Article (e.g. public holidays on Saturday), surcharges shall be paid only once at a higher rate.

11.4 In addition to the compensation for performed Services, the Client will be required to compensate the Service Provider for specific costs, if any, as agreed in an Order.

Article XII

Terms of Payment, Invoicing and Sanctions

12.1 Compensation for the provided Services will be payable under invoices the Service Provider will make out according to Orders and/or Worksheets:

a) upon the execution of a Task, or

b) after the end of any given month for Services provided in that month, or

c) after the end of a calendar week if the amount of compensation for Services performed in that calendar week exceeds EUR 2,000.-.

12.2 Invoices will be due and payable within 14 days after the date of their delivery to the Client, unless a different maturity date is specified in the invoice. If a maturity date earlier than that set out in this Section is specified in any invoice, the maturity specified in this Section will be decisive in the case of the Client’s delay in settlement of an invoice.

12.3 By placing an Order with the Service Provider (Article IV of these GTC), the Client consents to making out its invoice in an electronic form. However, the Service Provider is entitled to send an invoice in a paper form instead of an electronic form, in particular if the Service Provider does not have an e-mail address for the delivery of electronic invoices.

12.3.1 The Service Provider will mail invoices preferably to the Client’s person having placed the Order, or to the person the Client named in the Order; nonetheless, invoices may be mailed also to the Client’s general e-mail address as known to the Service Provider or as specified on the Client’s web page, in particular if the invoice is returned as undelivered from the addresses referred to in the first part of the sentence before the semicolon, or if no notification confirming the receipt is returned from such addresses.

12.4 Invoices must comply with all the requirements for a tax invoice, they must be made out in conformance with the provisions of these GTC and must be properly delivered to the Client.

12.5 Invoices must be accompanied with copies of relevant Worksheets confirmed according to the provisions of these GTC evidencing the legitimacy of invoicing.

12.6 The Client, if delaying in the settlement of any invoice, will be required to pay to the Service Provider a statutory late payment interest of the invoiced amount for each started day of delay.

Article XIII

Guarantee of Quality and Liability for Defects

13.1 The Service Provider holds Integrated Management System Certificates ISO 9001:2015, ISO 14001:2015, and BS OHSAS 18001:2007, that are a guarantee of the quality of the provided Services. The Service Provider undertakes to perform Services with due professional care and at a quality guaranteed under the above Certificates.

13.2 To ensure proper quality of Services, the Service Provider undertakes to carry out continuous monitoring of the Services and if any obstacles on the Client’s side hindering the achievement of the proper quality of the provided Services are identified, the Service Provider shall notify without delay such fact (primarily through the Technician) to the Person responsible for Work Procedure ; if the Technician conveys such information verbally, he will be required to re-send the information to the Person responsible for Work Procedure by e-mail, if the required contact information is specified in the Order or notified by the Client to the Service Provider pursuant to Article 10.4.1 of these GTC. The Person responsible for Work Procedure will also be authorized to monitor the quality of the provided Services; if doubts about the quality of the provided Services arise, the Person responsible for Work Procedure will notify such fact without delay to the Technician. The Technician, after having consulted and confirmed such doubts concerning the quality of the provided Services with the Person responsible for Work Procedure may order a repeated check of the quality of the Components associated with removal of the identified defects, if any, whereof a written record will be prepared to be signed by the Technician and the Person responsible for Work Procedure. If the repeated check of quality reveals faulty performance of Services, the Service Provider will not be entitled to any compensation for the time corresponding to the duration of the repeated check. If no faulty performance is revealed by the repeated check, the time corresponding to the duration of the repeated check recorded in a Worksheet will be deemed time of provision of Services for which the Service Provider will be entitled to a compensation in the same amount as for the provision of Services according to the relevant Order in line with the provisions of these GTC.

13.3 If it is revealed after the Services will have been performed, and in any case during the first incorporation of Components into relevant equipment whose first direct part is a Component (such as a larger component, system component, module, integrated module, automobile, etc.) at the latest, that the Services have not been provided at the guaranteed quality, the Client will be required to notify the identified defects in the provided Services in writing and demonstrably to the Service Provider (the “Complaint”) without undue delay and in any case within 2 days after the Client has become aware of the relevant defect, otherwise the Client’s right to enforce any claim(s) under the liability for defects in the provided Services will cease to exist after the lapse of the above period. Notwithstanding the foregoing, the right to make a Complaint will cease to exist in any case after 6 months after the provision of Services to which the Complaint relates. Failure to make a Complaint in accordance with this Article relieves the Service Provider from liability for any damage preventable (at least theoretically) by making the Complaint and its processing by the Service Provider.

13.4 The Service Provider will not be liable for defects occurring as a result of:

a) improper or incorrect handling of the subject of performance of Service by a person other than the Service Provider after the Service has been performed,

b) the fact that the Service Provider marked the subject of Services, or any of its part, as unfit for use and/or not meeting the requirements resulting from the Work Procedure and the Client (or a Client’s person, such as the Final Customer) has released such item for subsequent use and/or in further circulation despite such fact,

c) defects/insufficiencies in the Work Procedure which, nonetheless, have been approved by the Client,

d) hidden defects according to the Civil Code

e) non-compliance with obligation to label the Component as a Safety Component pursuant to Article 8.6 of these GTC,

f) a Force Majeure event; for the purposes of these GTC, a Force Majeure event is deemed (without limitation) a war, invasion, acts of foreign adversary, foreign adverse acts, civil war, mutiny, acts of civil disobedience, consequences of military or usurping powers, confiscation or nationalization, industrial incidents, natural disasters, protracted power failures, crisis and/or other emergency circumstance(s); however, events such as, without limitation, shortage of qualified labour force, non-performance of obligations by persons cooperating with the Contracting Parties, unfavourable economic situation of a Contracting Party will not be deemed Force Majeure events.

13.5 The Client will be required to provide the Service Provider with all the necessary collaboration (particularly, but not limited to the Service Provider’s request) required in the process of verification of a Complaint; in particular, the Client is required to provide photographic evidence, background documentation, records of communication, data held by the Client or Final Customer and relating, or that may be relating to the Complaint and/or the Service being the subject matter of the Complaint.

13.5.1 Breach of the obligation of the Client referred to in Article 13.5 of these GTC will result in voiding of any entitlements under defects about which the Complaint has been made.

13.6 The processing of any Complaint must commence without undue delay after its placing and not later than within 10 business days, and the Complaint must be resolved in the shortest possible time. The Service Provider undertakes to either acknowledge or dismiss a Complaint within 30 days of its placing. The period in accordance with the previous sentence shall be extended by the time the Service Provider is not able to process the Complaint due to a request of collaboration pursuant to Article 13.5 of these GTC (i.e. by the time passing from the request of collaboration to its provision).

13.6.1 If a Compliant is legitimate The Client is entitled to an adequate discount on the price invoiced for a Task; this applies only if the Service Provider fails to notify the Client, on the basis of the Complaint within the period for acknowledgement or dismissal of the Complaint (Article 13.6 of these GTC), that he will ensure a free removal of identified defects. The Service Provider has a right to choose how the Complaint should be resolved. If the Service Provider removes the defect free of charge, the Client is not entitled to an adequate discount.

13.6.2 If a Complaint concerning Services for handling or control of Components is legitimate, the Service Provider is entitled to require the re-delivery, and the Client is obliged to comply with the request of re-delivery, of all Components subject of the provision of Services about which the Complaint has been made (except the Components demonstrably incorporated into a thing the Components are part of), in a way that enables the Service Provider to remove the complained defects free of charge from other Components in order to avoid possible damage; the breach of this obligation by the Client results in a lapse of Client’s right to enforce any claim(s) under the liability for defects or under the liability for damage.

13.6.3 The Client is entitled, in exceptional cases, to secure the removal of a defect by a third party at the expense of the Service Provider, however, for reimbursement of the costs thus incurred by the Service Provider, the following requirements must be met:

a) the Client has made properly and in time in written form in accordance with these GTC a Complaint of defects of execution by the Service provider and the Service Provider has not taken a chance to handle the Complaint or has failed to resolve the Complaint within the period of time according to these GTC or within the period of time agreed in a separate written agreement with the Client.

b) the Client has allowed the Service Provider to perform the control of the result of a Task (in particular by a repeated control of the parts to which the Task relates),

c) repeated sorting/repair/or another service provided by a third party removing the defect is executed to a comparable extent as a Task to which the removal of a defect relates to (in particular in terms of time consumption, Work procedure and costs compared to the price of the Task), and relevant documents demonstrating this comparable extent have been submitted to the Service Provider.

d) The Client and the Service Provider may provably and in writing agree on a different terms of the reimbursement of costs according to this Article.

13.7 If the Client routinely uses 8D-Report, the Service Provider shall provide to the Client an 8D-Report according to 8D time limits on Client’s request.

13.8 If a written record of the manner of handling of a Complaint is made, such report must be signed by the Client and the Service Provider’s authorized person referred to in (Article 10.1 of these GTC) and the person authorized by the Client (Article 10.2 of these GTC). The Client has the right to include any comments or positions in the written report.

13.9 In the written report on the manner of handling of a Complaint, the Contracting Parties are always free to also agree on an alternative manner of handling and/or resolution of a Complaint.

Article XIV

Ownership of Components; Liability for Damages and Compensation for Damages

14.1 The Service Provider shall not become the owner of Components received for the purpose of the execution of a Task.

14.2 The Service Provider shall be liable for any culpable conduct by its staff resulting in any damage to, loss or destruction of Components received by the Service Provider from the Client (and/or Final Customer) for the purpose of the execution of a Task, if such conduct occurs in the course of the execution of a Task; however, the Service Provider will not be liable for such culpable conduct if such damage to, loss or destruction of Components would occur regardless of such culpable conduct, or where a conduct was concerned through which the Service Provider’s staff averted a direct threat for which the staff was not responsible, or if the damage was caused in defence against an imminent or continuing attack. The Service Provider shall not be liable for damages in the cases specified by the law (e.g. if the breach of obligations was caused by circumstances excluding liability).

14.3 If damage occurs for which the Service Provider is liable pursuant to section 14.2 of these GTC, the damage shall be corrected through restoration in the original condition or pecuniary compensation, as the Service Provider may decide.

14.4 Limits of compensation

14.4.1 The Service Provider shall be liable for the damages caused by his defective performance and not rectified as a part of the Complaint resolution, which has been made in accordance with these GTC. If the Client has not provided the Service Provider with Components for control on his request in accordance with the Article 13.6.2 of these GTC, the Client is not entitled to claim damage resulting from this unrealized control or the damage that could have been prevented by such free control.

14.4.2 The Service Provider shall also be liable for any damage caused, while performing his activities, to the Client’s assets other than referred to in Article 14.4.1 of these GTC.

14.4.3 If entitlement to a compensation for damages occurs, the Service Provider shall make a claim against his insurance company for the indemnity payments due to an event of a covered loss.

14.4.4 The Service Provider will compensate for full damages maximum up to the indemnity payment received by the Service Provider from the insurance company or provided to him by his insurance company under the liability insurance concluded between the Service Provider and his insurance company. The compensation for damage is bound to suspensive condition of the above stated indemnity payment by the insurance company. If the insurance company remits the indemnity payment to the Service Provider and not directly to the Client, the Service Provider shall allocate the received indemnity payment within 15 days of the day the Service Provider has received such payment from his insurance company and the Client has specified in a demonstrable way the account number where the compensation for damages should be paid.

14.4.5 If, for any reason, an insurance company fails to remit the indemnity payment due to an event of a covered loss within 6 months of the day the Service Provider has claimed it, the Service Provider undertakes to provide the Client with the payment under the liability for damage maximum up to the amount of the value of a Task to which the damage relates, while in a case of Tasks the execution of which extends beyond 1 month, the value of a Task shall be determined as the average of the Task’s values (invoiced amounts) for the last 6 months of the execution of the Task (or for the months of duration of the Task, if the Task lasts more than a month but less than 6 months), unless otherwise agreed in the Order. The provision of Article 14.4.4 of these GTC shall not be affected, i. e. if the Service Provider’s insurance company remits the indemnity payment after the Service Provider has compensated the damage in accordance with the first sentence of this Article, the Client is entitled to indemnity payment in an amount that equals to a difference between the indemnity payment and the payment received in accordance with the first sentence of this Article; if the Client received more than he has been entitled to (in particular as a result of a direct payment from the insurance company), the difference must be returned to the Service Provider.

14.4.6 If the insurance company, for whatever reason, has refused to remit the indemnity payment, the amount of payment set out in Article 14.4.5 of these GTC shall be deemed as the limit of compensation.

14.4.7 Provable fault of the Service Provider is a prerequisite for the entitlement to a compensation for damages against the Service Provider. The Client and the Service provider undertakes to provide to each other any necessary collaboration, in particular collaboration requested by other party (including the provision of any necessary documentation), so a) it would be possible to claim incurred damage under the Service Provider’s insurance, b) the Service Provider’s liability would be apparent without any doubts; if this obligation of colaboration is breached, any periods related to the compensation for damage shall be prolonged by the time of delay with its compliance. The collaboration in accordance with this Article also concerns taking actions to minimize the damage.

14.4.8 The Service Provider is in any case entitled to compensate the damage by restitution to the original state. The Client is not entitled to deny this right to the Service Provider, otherwise the Service Provider shall not be liable for damage.

14.4.9 If the Service Provider is liable for damages together with other persons (proportional liability), the Service Provider shall be liable for damages to the Client only according to the extent of his liability. If there is a reasonable and demonstrable doubt about the infliction of damage by the Service Provider, the entitlement to compensation for damage is not established.

14.4.10 Notwithstanding the other provisions of these GTC, only real tangible damage shall be compensated and the Client is not entitled to the compensation for intangible damage (e.g. damage to reputation, goodwill, know-how etc.) or the compensation for lost profits, fines, penalties, originated debts or default interests. The Client is also not entitled to the compensation for damage caused to third parties that the Client would like to recover from the Service Provider under his right of recourse.

14.4.11 Notwithstanding the other provisions of these GTC, the maximum amount of compensation for damage from one damage event shall be 100,000 € (one hundred thousand euros), if the parties do not agree otherwise in written form.

Article XV

Service of Documents, Confidentiality of Information and Confidentiality Obligation

15.1 Any notices, requests, demands, requests for consent or any other communication served by one Contracting Party to the other in e-mail or documentary forms shall require a response from the other Contracting Party in the same or similar manner, i.e. response must be made also in e-mail or documentary form allowing for unambiguous recording of the contents of the response. In the case of non-compliance with the form of the response, the burden of evidence with respect to the contents and delivery of the response rests on the sender.

15.2 Contents of an e-mail shall be deemed delivered if i) its receipt and/or review is acknowledged manually, ii) the e-mail reply containing the original e-mail message that is to be delivered has been received; only an automatic reply without intervention of the addressee shall not be deemed proof of due and proper delivery.

15.3 Written communication exchanged between the Contracting Parties shall be deemed duly delivered:

a) on the date of its actual delivery to the addressed Contracting Party;

b) on the date of futile expiry of the period for collection at the post office, also if the addressee did not collect the delivery

15.4 The Contracting Parties shall treat confidential all and any facts of which they become aware in association with performance provided under a contractual relationship constituted according to these GTC and which relate to the other Contracting Party, if such information is of a provable commercial significance to the other Contracting Party or other competitors on the market.

15.4.1 Confidential information shall also be deemed all facts and information comprising trade secrets in the sense of The Civil Code, as amended, and also any information provably and unambiguously identified as confidential by the other Contracting Party. Without prejudice to the above statements, confidential information shall also be any information that is not publicly accessible, information of technical, commercial or other nature marked by either of the Contracting Parties as confidential, or that is required to be treated (having regard to the circumstance known to the other Contracting Party at the time of their disclosure) as confidential, or any information the nature of which indicates to any reasonably informed person that such information is confidential. Confidential information shall also be deemed any information of technical, trade or commercial nature (including product plans, development plans, forecasts, analyses and strategies), specifications, plans, charts, training materials, formulas, sketches, models, samples, procedures, ideas and inventions (also if not subject to special protection), data, software, or documentation in any form, whether on any material carrier or provided verbally, as well as information received from a person other than a Contracting Party, provided that such other person is subject to the confidentiality obligation. Confidential information shall also be deemed information concerning the situation of either of the Contracting Parties, its products, processes, performance.

15.4.2 To avoid disputes about the nature of information, the Contracting Parties have agreed that a Party disclosing information that is required to be deemed confidential to the other Party, pursuant to the provisions of this Article and it is not clear from the nature of the matter that it is a confidential information as specified in this Article, shall unambiguously mark such information as confidential.

15.5 The confidentiality obligation shall apply even after the termination of contractual relationship incorporating these GTC. The Contracting Party may be discharged of this obligation only by other Contracting Party’s written declaration. The confidentiality obligation shall pass onto the Parties’ successors in title.

15.6 The confidentiality obligation shall not apply to facts that:

a) are or will be made available to employees or third persons in relation to performance of activities under the contractual relationship established pursuant to these GTC on the “need to know” basis due to their work position, office held and/or their role in the performance under the contract, provided that the relevant Contracting Party is required to inform such person about the confidential nature of the disclosed information;

b) were provably obtained from a third person that is authorized to disseminate such information; or

c) have become publicly known without the breach of confidentiality obligation by any of the Contracting Parties,

d) have been developed by a Contracting Party independently and without using any confidential information according to the provisions of this Article.

15.7 The following will not be considered a breach of the confidentiality obligation:

a) disclosure of information to third persons holding an interest in the company of either of the Contracting Parties, provided that such persons are informed in advance about, and subjected in writing to the confidentiality obligation;

b) disclosure of information to legal advisors or other representatives, who are required to abide by the confidentiality obligations by the operation of law, for the purpose of due and proper performance of their activities, provided that such persons must be informed in advance of the confidential obligation related to the matter in question;

c) disclosure of information after the other Contracting Party’s prior written consent to the disclosure of individual information protected by the confidentiality obligation has been obtained;

d) disclosure of information to relevant authorities for the purposes of judicial proceedings, arbitration proceedings and/or proceedings before any other public authority, provided that such authority must be informed in advance about the confidential nature of the disclosed information to allow it to take necessary precautions (e.g. holding closed proceedings);

e) disclosure of information to a governmental, bank, tax or other authority with supervisory powers that is authorized and competent to request such information in compliance with the applicable legal regulations, provided that such authority must be informed in advance about the confidential nature of the disclosed information to allow it to take necessary precautions (e.g. holding closed proceedings),

f) disclosure of information a Contracting Party is required to make by the operation of law.

15.8 The Service Provider defines as confidential the complete content of these GTC, whereas he also defines as trade secret the facts stated in Article XI of these GTC.

Article XVI

Common and Final provisions

16.1 Contractual relationships between the Contracting Parties not addressed in these GTC or any Order shall be governed by the applicable provisions of generally binding legal regulations of the country of residence of the Service Provider (i.e. the Czech Republic) including, without limitation, the applicable provisions of the Civil Code (in particular those dealing with contracts for work), as amended. Should these GTC and/or the Order address certain relationships between the Contracting Parties in a manner other than that required by the applicable legal regulations, these GTC and contractual arrangements shall prevail, provided that conflict with a legal provision that may be derogated from or application of which may be excluded (in the case of a conflict, the discretionary provision shall be deemed excluded) is concerned. In the case of a conflict between these GTC and an Order, preference should be given to the Order.

16.2 If any provision of these GTC should prove as invalid due to conflict with generally binding legal regulations or becomes invalid in the course of the Task execution, this invalidity does not affect the validity of other provisions of these GTC and their general validity and effectiveness.

16.3 For the purposes of determination of jurisdiction, the place of performance under contract shall be deemed the place of the execution of a Task (Article 4.2.1 letter c of these GTC).

16.3.1 If the provisions dealing with conflicts of law allow for the selection of a particular governing law, relationships between the Service Provider and the Client, established according to these GTC, or according to the Order, shall be governed by the Czech law. Should the conflict of law provisions allow for the selection of jurisdiction, then any disputes between the Service Provider and the Client arising out of contractual relationships established according to these GTC shall be resolved by the competent Czech courts according to the regulations of Civil Procedure Code.

16.4 These GTC shall become valid and effective on the date written in the heading. As on the same date, the GTC issued by the Service Provider before 1. 10. 2015 cease to be valid and effective; nonetheless, contractual relationships established under Orders incorporating then valid GTC shall be governed by the then valid GTC.

16.5 The Service Provider is entitled to unilaterally amend these GTC at any time. The Contractual relationship between the Client and Service Provider established according to a particular Order shall be governed by the GTC as valid and in effect at the time of proper delivery of the confirmed Order to the Service Provider.

In Mladá Boleslav, 1.1.2019 HOLLEN CZ s.r.o.

General Terms and Conditions of HOLLEN s.r.o. in the Slovak Republic

valid from 1. 1. 2025

Article I

Introductory Provisions

1.1 The present General Terms and Conditions (“GTC”) govern the relationship between the

Service Provider, that is HOLLEN s. r. o., with its Registered Office at Kosatcová 24/A, 841

07 Bratislava, Corporate ID (IČO): 35 804 505, VAT ID: SK2020281813, registered in the

Commercial Register maintained by Bratislava III Municipal Court, Section: Sro, Registration

File No.: 23309/B and the Client – the entity ordering any of the services defined in Article 3

of these GTC, except where the Service Provider and Client shall conclude a separate service

agreement under which the these GTC shall not apply.

Article 2

Definitions of Certain Terms

2.1 Service Provider – legal entity specified under 1.1 of these GTC providing services

thereunder (i.e. HOLLEN s.r.o.).

2.2 Client – legal entity ordering services from the Service Provider under these GTC.

2.3 Final Customer – legal entity to which the components being the subject matter of services

provided under these GTC are intended; the Final Customer and the Client may, but do not

have to be the same entity.

2.4 Component – a component, part, goods, semi-product, material, or any combination thereof

that is the subject matter of the services provided under these GTC.

2.5 Order – a document through which the Client orders the performance of a particular task. It is

drawn up, delivered, and signed as laid down in Article 4 of these GTC. Acceptance of an

Order by the Service Provider pursuant to Article 4 of these GTC shall constitute a contractual

relationship between the Service Provider and the Client.

2.6 Task – a service, or a set of services according to these GTC relating to a Component and

provided under a particular Order.

2.7 Person Responsible for Work Procedure – Responsible person on the Client’s part (in

particular Quality Control Staff) appointed for the relevant Task in the Order, or an individual

who is granted such authority under Clause 10.4 of these GTC and its subclauses; Final

Customer’s (or a third party) representative may also act in such a capacity if so decided by

the Client, in that case such person’s actions are directly binding for the Client under these

GTC.

2.8 Person Authorized to Sign the Worksheet – any individual appointed by the Client in the

Order for this particular responsibility or an individual granted such authority under Clause

10.5 ; Final Customer’s (or a third party) representative may also act in such a capacity if so

decided by the Client, in that case such person’s actions are directly binding for the Client

under these GTC.

2.9 Service Provider’s Staff – employees or other cooperating persons (natural persons –

entrepreneurs; legal entities) of the Service Provider or its subcontractors providing the

services to the Client under these GTC on behalf of the Service Provider such as, without

limitation, operators, technicians, residents, coordinators.

2.9.1 Technician – Service Provider’s responsible person assigned to a relevant Task in

the Order; the Technician’s immediate superior or, where appropriate, another person

who has demonstrably replaced them in that position or, in their absence, stands in

for them, shall automatically also be deemed as the Technician

2.10 Work Procedure – written key operating document containing in particular a detailed

description of individual steps performed on the Components that are the subject matter of the

performance of a Task.

2.11 Report – a data output relating to a specific Task for a specific period of time prepared by the

Service Provider for the Client or Final Customer. The Report primarily contains data on the

time consumed (the time taken to complete the Task within a certain period) and selected

information on the Components involved in the Task. The Reports serve to enable continual

monitoring of the Task performance or specific indicators directly related to the Task

performance (e.g., administration, downtime, logistics – including the number of pallets,

transport, number of journeys, time spent on logistics operations

2.12 Worksheet – document confirming the type and scope of the provided Services and serving

as the underlying document for invoicing purposes.

2.13 8D Report – customary procedure used in the automotive industry as a standard method for

the improvement of the quality of processes and for addressing a range of issues in order to

identify, correct and eliminate the recurrence of a problem and is useful in improving the

quality of products, manufacturing and services; it implements temporary or permanent

corrective measures based on a statistical analysis of the problem and focuses on the root

causes of the problem.

2.14 MetriQ – the Service Provider’s electronic application serving for workplace digitalization

purposes, primarily focusing on the digital collection, distribution, and presentation of data on

the respective Tasks and electronic sharing of Task-relevant documents. MetriQ is a cloud-

based solution and copyright-protected a computer software, whereas the Client is entitled to

use it after entering into a relevant license agreement. The Client shall be entitled to use

MetriQ in the extent and manner specified under Article 16 of these GTC.

2.14.1 Standalone License Agreement is a separate agreement independent of a specific

Task, which is also labelled as a “License Agreement” and is entered into by and

between the Service Provider and the Client in the form of a separate document.

2.14.2 Order-based License Agreement is a License Agreement differing from a

Standalone License Agreement; it shall be entered into based on a specific Order

(which contains the intention of the Client to use the MetriQ application for a

specific Task) and granting of access to MetriQ by the Service Provider.

2.15 AfEC – agreement for electronic communication entered into by and between the Client and

the Service Provider based on which the parties mutually exchange and approve documents

using electronic channels. Entering into AfEC is not a prerequisite for the provision of

services by the Service Provider.

2.16 Standard Working Day – for the purpose of these GTC it shall be defined as a period on

business days (defined depending on the location where the Task is performed) between 8

a.m. and 4 p.m. Where these GTC determine the deadline or period within a Standard

Working Day, it shall apply that should said deadline or period end after the closing time

specified in the preceding sentence, it shall be suspended at the end of the Standard Working

Day and shall commence again at the beginning of the following Standard Working Day.

Article 3

Services

3.1 Services provided under these GTC include, without limitation:

a) services in the area of quality assurance of production and/or processes including, in

particular, inspection of Components associated with sorting activities and corrective

actions, additional modifications, finishing and assembly services, if any;

b) any other services associated with quality assurance of Components, production support,

shop works, logistics and assistance services (hereafter being referred to as “Services”).

3.2 Particular type and scope of the provided Services are described in the contract/Order.

Article 4

Placing Orders for Services

4.1 Services under these GTC are provided under individual contracts or specific, mutually

agreed Orders; in the case of specific Orders, a contractual relationship between the Service

Provider and Client is established upon the acceptance by the Service Provider of the Client’s

Order made out as laid down in these GTC. These GTC are an integral part of any contractual

relationship entered into according to the preceding sentence.

4.2 Orders must be made in writing either in paper (hard copy) or electronic forms and must be

delivered:

a) Electronically, in particular: i/by e-mail having as its attachment a scanned copy of the

Order in paper form, or an electronic file signed with electronic signature allowing for

clear and unambiguous identification of the person acting on behalf of the Client, ii/ by

way of MetriQ, where the Service Provider and the Client have entered into the AfEC,

b) in person.

4.2.1 Orders must contain the following particulars:

a) identification of the Component(s) subject to the provision of Services under a

particular Task,

b) definition, scope, and description of the ordered Services, including definitions

of respective quantifiable units relating to the ordered Services (such as quantity,

time) if possible for the particular Service,

c) identification of the location where the Task is performed (Clause 6.1 of these

GTC),

d) specification of the date of commencement of performance of a particular Task,

e) assignment of a specific Technician to a particular Task,

f) specification of the price of the ordered Services;

g) name, surname, email address (the job title/position if possible) of the person

signing the Order on behalf of the Client; where the email address is not

specifically indicated in the Order, the email address from which the Order was

delivered to the Service Provider shall be deemed to be the email address for the

purposes of this clause;

h) declaration of the Parties that these GTC are an integral part of the contractual

relationship to be established based on an accepted Order.

4.2.2 Orders may also contain the following:

a) estimated date of termination of the provision of Services;

b) appointment of the Person Authorized to Sign the Worksheet,

c) appointment of the Person Responsible for Work Procedure,

d) appointment of the Client’s financial department officer who will be the contact

person in financial matters (including the settlement of invoices),

e) request that the Service Provider provides specific equipment (Clause 5.7 of

these GTC);

f) requirement for the form and interval of delivering reports (Clause 9.2.9 of these

GTC);

g) Work Procedure (Clause 5.1 of these GTC),

h) determination of flat-rate fee and the scope of services it shall cover

i) definition of special costs the Client will pay to the Service Provider (Clause

11.4 of these GTC);

j) Order Number;

k) requirement to be provided with a hard copy of the invoice,

l) appointment of the person/email address to whom/where the electronic invoice is

to be delivered, or the address, if any, where hardcopy invoice is to be delivered

(Clause 12.3.1 of these GTC),

m) the address of the plant; for the purposes of the Task, the plant is deemed to be the

Client’s operation which the Task concerns

n) other arrangements, if any

4.2.3 Order (or its attachment) may also include the appointment of more than one Persons

Responsible for Work Procedure and it may also determine the assignment of their

individual powers/authorization under these GTC (e.g., right to sign the Work

Procedure or any amendments thereto, right to handle complaints, etc.).

4.3 Orders will be preferentially placed on order forms created by the Service Provider for that

purpose. The Service Provider will complete the order form according to the information and

supporting documentation furnished by the Client and will subsequently send it to the Client.

The Client, after completing/correcting any missing/incorrect details, will mail the signed

binding Order to the Service Provider. For a contractual relationship to be established, the

Service Provider must subsequently accept the Order by attaching the signature of the Service

Provider’s authorized person (Clause 10.1 of these GTC). Accepted Orders (just like

contracts) will become binding for both Parties upon due delivery of the accepted (i.e. duly

signed by both Parties) Order by the Service Provider to the Client pursuant to Clause 4.5 of

these GTC.

4.3.1 Where the AfEC is entered into, the Order may be concluded also as laid down in its

provisions, in particular via MetriQ.

4.4 The Client’s Order will be deemed properly delivered to the Service Provider, if delivered:

a) in paper form to the hands of the Service Provider’s authorized person (Article 10.1 of

these GTC), or

b) by e-mail sent and delivered to i/ to the Technician’s e-mail address specified in the pre-

filled order form (Clause 4.3 of these GTC) or ii/ to the same Service Provider’s address

from which the pre-filled order form (Clause 4.3 of these GTC) was sent,

c) where AfEC has been entered into, in the manner specified therein

4.5 The Order accepted by the Service Provider is deemed duly and properly delivered if

delivered in the following manner:

a) in paper form, to the hands of any Client’s contact person, or

b) by e-mail sent to the e-mail address of the Client’s person having signed the Order on

Client’s side as specified in the Order, or

c) where AfEC has been entered into, in the manner specified therein.

4.6 The Service Provider has no obligation to accept any binding order placed by the Client. Any

binding Order not accepted and delivered to the Client within 48 hours of its delivery to the

Service Provider ceases to be valid.

4.7 If, after the conclusion of a contract/contractual relationship pursuant to this Article, the

Client places another Order for identical Services, this shall be deemed a legally non-binding

internal order made solely for the Client’s internal needs (e.g., SAP ERP) even if the Service

Provider confirms such an Order; i.e. such additional Order will not amend or supersede the

original contractual relationship and shall be deemed exclusively an internal document of the

Client (used e.g., for invoicing purposes); this shall not apply in the case of expressly stated

cancellation or expressly stated modification of the original Order, provided that such

cancellation or modification of the Order is unambiguously, incontestably and directly stated

in the later Order with a reference to the original provisions that are being cancelled/modified,

or to the entire original Order identified by a specific date (to cancel a previous Order only a

general statement to the effect that the new Order supersedes all prior agreements, or any

other similar provision will not be deemed sufficient).

4.8 The modification of an Order may be executed in particular by email arrangement made by

both Parties about the content of said change (including the mutual confirmation of the new

Work Procedure) or placing of a new Order (the provisions of these GTC shall apply

accordingly) by way of persons authorized to make changes to the Order pursuant to

provisions of Clause 10.2 of these GTC as laid down in Clause 4.9 of this Article. Where an

AfEC has been entered into, change of the Order may be executed always using the manner

specified thereunder (in particular using MetriQ).

4.9 The following terms of the performance of a Task may be modified by reciprocally approved

e-mail with no need to approve a new Order; where the Partied entered into AfEC it may be

executed via MetriQ or other manner specified thereunder:

a) duration of a Task,

b) definition, scope and description of the ordered services (Clause 4.2.1b) of this Article),

including a change of the Work Procedure (Clause 4.2.2g) of this Article),

c) limitation of a total volume/value of a Task, even upwards (increasing),

d) change/expansion of the location of Task performance (Clause 4.2.1c) of this Article),

e) change/introduction of surcharges pursuant to these GTC, that were originally excluded.

4.9.1 The modification of an Order shall always be recorded in writing in a demonstrable

manner while there is authorized personnel to arrange and agree the subject of the

change under Clauses 10.1 a 10.2 of these GTC.

4.9.2 Newly agreed terms shall be applicable from the moment specified in an Order and if

such moment is not specified, from the Service Provider’s acceptance of the Order.

Unless otherwise stated in a new Order, the provisions of a previous Order shall

apply to the foregoing services provided under the Task.

4.10 Any reference in the subsequent Articles to an Order shall be deemed reference to an accepted

Order pursuant to this Article establishing a contractual relationship between the Service

Provider and the Client or a separate contract which has not been entered into by way of a

mutually agreed Order but as a separate legal document and in which the application of the

GTC has been agreed.

Article 5

Performance of a Task

5.1 A detailed description of the performance of each Task must be included in the Work

Procedure signed jointly by a Technician and a Person responsible for Work Procedure unless

the Work Procedure has been annexed to the Order.

5.2 The Service Provider’s responsible worker (in particular, the Technician) coordinates the

performance of a Task according to the Work Procedure.

5.3 Changes to the Work Procedure, if any, must be made in writing and demonstrably, in

particular i/ in the form of amendment to the Work Procedure or ii/ by the preparation of the

updated full text of the Work Procedure. The change according to the previous sentence must

be approved by the Technician on the part of the Service Provider and by the Person

Responsible for Work Procedure, or the person who signed the Order on the Client’s part. The

amendment or updated full text of the Work Procedure pursuant to the first sentence must

contain a description of the change and information about the precise time or similar data

(e.g., the component number) concerning its approval and/or the time when it takes effect.

5.4 To ensure due and proper performance of a Task, the Service Provider undertakes to secure a

sufficient number of its staff (possessing the abilities, knowledge, efficiency and skills

required for the given Task) who will perform the Task.

5.5 The Technician is the Service Provider’s person responsible for matters relating to the Task

and shall, in particular:

a) be responsible for performance and realization of the Task,

b) participate in preparation of the Work Procedure and sign said document on the Service

Provider’s behalf (including any amendments thereto), unless set out otherwise in these

GTC,

c) prepare Worksheets and partial Worksheets,

d) engage in activities comprising quality assurance for the provided Services, and in the

complaint handling procedure pursuant to Article 13 of these GTC,

e) act as the Service Provider’s point of contact for receipt of any suggestions, comments or

requests relating to the Task; the Technician must receive information about any

organizational changes relating to the performance of the Task, or obstacles preventing

due and proper performance of any Task without delay,

f) contact the Person Responsible for Work Procedure as and when needed, in particular for

requesting any required collaboration.

5.6 Unless agreed otherwise between the Client and the Service Provider, the Service Provider

shall secure basic equipment and accessories, tools and working material required for the

performance of the Task (e.g., marking pens, stickers, identification labels, pens, sheets of

paper, forms, tapes and other materials as may be required), as well as any equipment

required to secure occupational health and safety and, all of the preceding in the customary

scope and quantity (hereinafter jointly “Basic Work Aids”).

5.7 The Service Provider and the Client may agree that the former shall also obtain (usually for

agreed compensation) other work equipment or tools, such as desks, lighting fixtures, binding

devices etc. (“Above-the-Standard Aids”), otherwise they are to be obtained by the Client. The

corresponding agreement with detailed description/listing of the Above-the-Standard Aids to

be obtained by the Service Provider must be specified in the Order or recorded demonstrably

in writing at a later stage.

5.8 Where the Client insists on using specific Above-the-Standard Aids in the provision of a

Service (in particular, equipment, material, specific chemical agents), which will be provided

to the Service Provider by the Client or a third party (however, based on the Client’s

instruction), the former shall be obliged to duly instruct the Service Provider on its use,

including provision of the respective user manual in Slovak language and to prepare a written

record proving this instruction and provision of the respective user manuals signed by the

Client’s officer specified under Clause 10.1 of these GTC, otherwise it shall be deemed the

instruction has not been provided. In the case of chemical agents, the Client shall be moreover

responsible for their correct and due labelling (including their composition) in order to

mitigate the risk of health hazard due to improper manipulation with chemical agents.

Article 6

The Location of Task Performance

6.1 Services according to these GTC are performed mainly on the Client’s premises, or on the

Final Customer’s premises or on the Service Provider’s premises. The exact location of

performance of the Task must be specified in the Order.

6.2 The Client is obliged to secure appropriate premises for the performance of the Services (in

particular the location of Task performance) and activities related to the performance of the

Services (such as supply and removal of materials) and to equip such premises with

appropriate equipment/devices allowing an efficient performance of the Services. The Client

shall be responsible for ensuring that said premises meet all the requirements set out in

applicable legal regulations, in particular those regulating occupational safety and health and

fire protection. The above applies also when the location is a plant (as laid down in Clause

4.2.2m) of these GTC)

6.3 The Client shall be obliged to obtain for the workers of the Service Provider who perform the

Task in question access to the location of Task performance, where such Task is performed in

the Client’s or third party premises and provide them (or otherwise secure for them) with all

necessary means (identification cards, chips, name tags etc.).

6.4 The provisions under Clauses 6.2 and 6.3 of this Article shall not apply where the Service

Provider supplies the Services in its own premises.

Article 7

The Time of Task Performance

7.1 The Service Provider undertakes to ensure that the performance of any Task will commence

at the time agreed upon in the Order, otherwise in the customary time, considering the

location and accessibility of the location of Task performance.

7.1.1 Compliance of the Service Provider with the time of commencement of Task

performance is conditional upon receiving the required collaboration to be provided

by the Client pursuant to Article 8 of these GTC.

7.2 The Duration of the performance of Services in hours will be continuously recorded in one or

several reports and also will be included in the Worksheet. Where the Order is issued so that

the subject of billing is not a specific number of hours of Service provision but the number of

pieces or another unit of measure, the Report/Worksheet shall quote the number of pieces or

another unit of measure instead of hours.

7.3 The Duration of the performance of Services is to be recorded in the Report (Clause 9.1 of

these GTC) which will also include the time required for:

a) management and logistics of the material,

b) packaging and associated organizational arrangements (e.g., ensuring compliance with

the correct packaging process required e.g., by the packaging regulation),

c) informing the Technician and other Service Provider’s staff with internal regulations

effective in a location of performance of the Task and possible changes of these

regulations,

d) idle times not caused by Service Provider or its staff,

e) periods of time corresponding to duration of statutory breaks (e.g., lunch breaks),

f) organizational arrangements in support of Tasks (including meetings with the relevant

persons on the part of the Client, Final Customer or third parties – e.g., logistics

companies, in order to perform the Task, the time required on the part of the Service

Provider to comment on or prepare the workflow, or to modify or replace it with a new

workflow),

g) ensuring the preparation of Reports, including informative Reports, summaries and final

documentation for any Task,

h) provision of photo documentation (e.g., in order to record the quality of controlled

Components).

7.3.1 Where only a Worksheet is elaborated for a particular Task (Clause 9.2 of these

GTC), without preparing of a Report (Clause 9.1 of these GTC), the provision of

Clause 7.3 of this Article shall apply to the Worksheet accordingly.

Article 8

Client’s Collaboration

8.1 The Client is required to provide all the collaboration required for the performance of any

Task to the Service Provider without limitation, such as:

a) to provide all specialized technical information that may be required for due and proper

performance of Services;

b) to provide the Components that are to be the subject of the Services and/or to provide

access to such Components;

c) to give any required additional instructions and clarifications of requirements relating to

any particular Task;

d) to secure work aids, tools and other equipment not provided by the Service Provider;

e) to continually monitor the Reports and any discrepancies contained therein (in the

manner specified in Clause 9.1 of these GTC and its sub-clauses)

f) to provide additional collaboration required under the provisions of these GTC (e.g.,

Articles 5.1 , 6.2 , 7.2 , 13.5 );

g) to provide any other collaboration, in particular as and when requested.

8.2 If the Client fails to provide the required collaboration pursuant to the preceding section, the

Service Provider will be entitled to discontinue the performance of Services.

8.3 If the provision of Services is discontinued due to failure of the Client to provide the required

collaboration, the Service Provider will not be deemed defaulting with the provision of

Services while collaboration pursuant to Article 8.2 of these GTC is not being provided, and

will not be liable for any damage incurred in causal relationship with such discontinuation; in

such a case, the duration of discontinuation of the performance of Services is deemed idle

time not caused by the Service Provider’s staff pursuant to Clause 7.3d) of these GTC.

8.4 The provisions of this Article shall also apply accordingly to the Final Customer (or another

third party), if any Task is performed either on the Final Customer’s premises (or with the

involvement of Components in the possession of the Final Customer (or another third party);

in such cases, the Client is required to secure the Final Customer’s (or other third party’s)

collaboration in the identical extent as laid down in the provisions of this Article and will be

liable for any non-collaboration by the Final Customer as if the collaboration had been

refused by the Client itself.

8.5 Should the Task concern a Component, which in the automotive industry is regarded as a

safety component or a component with special features (e.g., safety features), it must be

labeled as such a/ in the Order, or b/ in the Work Procedure, or c/ in another paper document

using e.g., the D/TLD label or ESD (hereafter as “Safety Component“); the Service Provider

must be demonstrably notified that a Safety Component is being handled. Where the Client

fails to duly inform the Service Provider in the manner specified in this Clause, the

component shall not be considered a Safety Component for the purpose of the Task

(regardless of its actual nature) and the Service Provider shall not be liable for the

consequences that may arise (i.e. improper handling or storage and the resulting incurred

damage) and the Client shall not be entitled to any claims originating from or related to the

fact that the Component has actually been a Safety Component. The Client shall be solely

liable for the deficiencies in the Work Procedure related to the handling of the Safety

Component.

Article 9

Reports, Worksheet

9.1 Reports

The Service Provider (usually through a Technician, coordinator, or an administrative

employee) prepares one or several Reports during the performance of a Task. The Reports do

not disclose any data on specific persons involved in the performance of the Task on the part

of The Service Provider or specific times when these persons participated in the Task, unless

agreed otherwise. The Service Provider may partially anonymize the Report in order to

prevent possible abuse of the data.

9.1.1 Reports are created over a certain coherent period of time (usually a day or a week).

The Service Provider guarantees that, if requested by the Client, it is able to prepare

the Reports and provide access to them on a daily, weekly, bi-weekly or monthly

basis; the provisions under Clause 9.1.3 are not affected.

9.1.2 The Service Provider and the Client may at any time agree on intervals for the

preparation and provision of Reports. Such an agreement does not require a change

to the Order, not even if the interval has been captured in it, except in the case where

such change results in a change of price under Clause 9.1.3 of this Article.

9.1.3 Where the Order does not contain provisions on providing access to the Reports and

the Client requests such access (i.e. only after the Service Provider accepts the

Order), the Service Provider may request an increase of the price for the Services

provided; until the price change has been agreed upon, the Service Provider is not

obliged to provide access to the Reports to the Client. The same applies to the

request to increase the interval agreed upon in the Order which may be reflected in a

change to the price for the Services provided. The request to reduce the interval does

not affect the price.

9.1.4 Where neither the Order nor the subsequent arrangement between the Client and the

Service Provider contain provisions on the intervals of preparation of and provision

of access to the Reports, the Service Provider is not obliged to prepare Reports at all;

however, if it prepares them and provides access to them, the Service Provider alone

determines the intervals of preparing of and providing access to the Reports

9.1.5 The Service Provider may always provide access to the Reports more often than

agreed.

9.1.6 The Service Provider provides access to the Reports to the Client’s officers specified

in the Order or in another written document prepared by the Client and demonstrably

delivered to the Service Provider. Reports are always made accessible to the Person

Authorized to Sign the Worksheet. Where the Order is performed at the Client’s

premises or the Client’s logistics or external warehouse, the Reports are also made

accessible to the relevant persons on their part. Reports are made accessible through

MetriQ if a License Agreement has been entered into (Art. 16 of these GTC),

otherwise by e-mail; after a demonstrable written agreement of the Client and the

Service Provider, the Reports may also be made accessible in another manner (e.g.,

in the Client’s/Final Customer’s internal system).

9.1.7 The Client is obliged to ensure that all persons under the Clause 9.1.6 of this Article

who are under direct management of the Client (Clause of 10.6 these GTC) or the

Client has contracted them in connection with the Task:

a) monitor on each business day the relevant communication channel through

which the access to the Reports is provided (in particular MetriQ, where a license

agreement has been entered into pursuant to Art. 16 of these GTC, otherwise

email),

a) object to the non-delivery of the Report no later than the next working day

following the date on which the Report should have been delivered according to

the agreement (Clauses 9.1.1 and 9.1.2 of this Article) or as determined (Clause

9.1.4 of this Article).

9.1.8 Where a person does not check the relevant communication channel under Clause

9.1.6 of this Article on a specific day, solely the Client shall be liable for this fact

who must not make any claims related to not becoming acquainted with the relevant

Report in a timely manner or at all and the above fact shall have no impact on the

running of the time limit under Clause 9.1.10 of this Article).

9.1.9 Reports are made accessible via email or through MetriQ where a License

Agreement has been entered into (Art. 16 of these GTC). The Report shall be

deemed to have been made accessible:

a) in the case of its sending by e-mail – on the day of its sending, if it was sent on a

Standard Working Day, otherwise on the following working day,

b) if it is made available in MetriQ – on the day it is uploaded to the system, if it

was uploaded on a Standard Working Day, otherwise on the following working

day.

9.1.10 If, in the opinion of the Client, the Report contains errors, the Client shall be obliged,

to object to said errors with the Service Provider (preferably with the Technician), no

later than within 3 working days from the date of their disclosure (Clause 9.1.8 ). The

following are entitled to object to errors in the Report:

a) the Person Authorized to Sign the Worksheet (Clause 10.5 of these GTC);

another person shall have this right instead only in the event of the impossibility

or inability to submit objection by the Person Authorized to Sign the Worksheet

(e.g., illness, accident, vacation).

b) regardless of item a) always also the person who is entitled to change the Order

(Clause 10.2 of these GTC),

The Report is objected to in the form of an electronic message (e-mail), in person in

paper form or via MetriQ, where the Client has entered into a License Agreement

(Article 16 of these GTC).

9.1.11 A report that has not been objected to within the time limit under Clause 9.1.10 of

this Article shall be subject to an irrefutable legal presumption that the data on the

scope of Services provided therein (e.g., the time of provision of Services, the

number of Components, the number of pallets, etc.) is correct and the Report shall be

deemed approved (the fiction of approval). Therefore, objections delivered later shall

be disregarded. The above principle applies in particular due to the factual

impossibility or inadequate difficulty in reverse tracing of the scope of Services

provided for an earlier period as resulting from Clause 9.1.10 of this Article.

9.1.12 Where the Report has been objected to in accordance with Clause 9.1.10 of this

Article, the Service Provider and the Client must resolve the Client’s objection no

later than 24 hours from the date of acknowledgement of receipt of the objection by

the Service Provider (Clause 9.1.13 of this Article), otherwise the Service Provider

has the right to suspend the provision of all Services (i.e. including those not related

to the Task) it performs for the Client until the discrepancy is resolved, as the

correctness of the provision of Services by the Service Provider is challenged. Where

no agreement is reached within 7 calendar days, each party has the right to terminate

the Order; this shall also apply to other Tasks.

9.1.13 In the case of an objected Report, the Technician shall be obliged to confirm the

receipt of the objection to the addressee no later than 2 hours (within the parts of

Standard Working Days), otherwise the person who sent the objection is obliged to

contact the relevant branch responsible for the Order and do so at their telephone

number specified as a hotline or via its general e-mail address, while the branch’s

contacts are available at https://www.hollen.sk/en/contacts/. The branch shall

confirm the receipt of the objection or ensure its confirmation by the Technician or

their immediate superior.

9.1.14 Where the Service Provider fully and duly incorporates all the Client’s comments in

the Report, by repeatedly preparing and making available (Clause 9.1.9 of this

Article) such corrected report to the Client, the Report shall also be

considered approved; for this reason, the Client shall be obliged to object to all errors

under Clause 9.1.10 of this Article simultaneously.

9.1.15 The Service Provider may also prepare informative Reports. If the Reports are

expressly labelled as “informative”, they serve for informative purposes only and

therefore are not subject to the provisions of Clause 9.1 of this Article and its sub-

clauses. The designation “informative”shall be sufficient as a designation, e.g., in the

body or subject of the email in which the Report is sent or, in the case of MetriQ, as a

separate note next to a specific document published in MetriQ.

9.2 Worksheet

The Technician will prepare a Worksheet concerning the provided Services.

9.2.1 The Worksheet must include the number of hours of performance of Services by all

Service Provider’s staff or the number of other measurable units quantifying the

provision of Services, as long as these were defined in the Order (Clause 4.2.1b) of

these GTC) and it must correspond to the approved Reports. The provisions of the

previous sentence shall not apply if a flat-rate compensation was agreed (under

Clause 4.2.2h) of these GTC).

9.2.2 The Worksheet may also include:

a) the list and quantities of Components that were the subject of Services and/or

type of the Services provided,

b) information about the number of identified faulty Components, and the number

of repaired Components,

c) the number of Service Provider’s staff involved in the performance of Services,

d) remuneration for the provided Services,

e) other facts/information as may be demonstrably agreed upon between the Service

Provider and the Client (in particular by way of the Technician or their

immediate superior on the one hand and the Person Responsible to sign the

Worksheet Procedure or the person who signed the Order on behalf of the Client

on the other hand.

9.2.3 The Worksheet will be prepared after the performance of a Task or upon termination of a

complete period (e.g., a week, 2 weeks period or a month, especially if the performance of a

Task extends beyond 14 days). The Service Provider shall determine the interval of

preparation of the Worksheets, unless it is stated in the Order or demonstrably agreed

otherwise in writing. Subject to demonstrable written agreement between the Client and

Service Provider, Worksheets may also be prepared at other mutually agreed times.

9.2.4 Concerning making Worksheet accessible, the provision of Clauses 9.1.6 through 9.1.9 of this

Article apply accordingly.

9.2.5 Worksheets confirmed by the Person Authorized to Sign the Worksheet (Clauses 4.2.2b) and

10.5 and its sub-clauses of these GTC) shall serve as the underlying document for invoicing

purposes. The person on the Client’s part confirming the Worksheet shall be obliged to also

state their name and surname whereas the signature may also be electronic; where such officer

confirms the Worksheet by way of MetriQ under a concluded AfEC, the AfEC provisions

apply concerning its confirmation.

9.2.6 The data indicated in the Worksheet (e.g., the duration of Service provision, the number of

Components, the number of work tasks, the number of pallets) may solely be challenged in

the case where the data is in contradiction with the approved Reports (Clause 9.1.11 of this

Article) or with the Order itself; other objection concerning the data in the Worksheet shall be

disregarded.

9.2.7 The data on hourly rates indicated in the Worksheet can be challenged solely in the case if

said data is in contradiction with the Order and these GTC; other objections concerning the

hourly rates shall be disregarded; similar provisions apply also for other financial data (e.g.,

separately agreed settlement of selected costs).

9.2.8 The data in the Worksheet cannot be challenged solely based on the reason of their potential

discrepancy with the informative reports (Clause 9.1.15 of these GTC).

9.2.9 The provisions under Clauses 9.1.9 through 9.1.14 of this Article shall apply accordingly to

making the Worksheet accessible, approval of the Worksheet by the Person Authorized to

Sign the Worksheet, and possibly to any objections to the work report and their handling and

consequences (including the fiction of approval).

Article 10

Authorized Persons

10.1 The Service Provider’s personnel authorized to sign Orders and handle claims are:

a) Service Provider’s statutory representative(s),

b) Service Provider’s Chief Clerk, if appointed;

c) head of the Service Provider’s branch,

d) Technicians,

each of the above individually.

10.2 By signing the order, the person who signs the Order on behalf of the Client confirms that

they have the authority to enter into agreement on the basis of the Order. In addition to the

person referred to in the first sentence, the following are always entitled to change the Order:

a) statutory representative of the Client

b) Chief Clerk of the Client, if appointed,

c) any person representing the officer referred to in the first sentence during their absence

(e.g., illness, leave of absence) or who has permanently replaced them,

d) immediate superior of the person referred to in the first sentence, or to the person referred

to in item c) (e.g., their manager),

e) a person to whom such authorization results from the AfEC,

whereby, if any of the aforementioned persons contacts the Service Provider in order to agree

on a change to the Order, it is assumed that they meet some of the criteria set out in this

Clause and the Service Provider is not specifically obliged to examine whether or not said

person potentially exceeds their authority.

10.3 The provisions of Clause 10.2 shall also apply mutatis mutandis to the person on the part of

the Service Provider who handles the complaint.

10.4 In addition to the person specified by the Service Provider in the Order as the Person

Responsible for the Work Procedure, so is automatically considered their immediate superior,

or another person who demonstrably replaced them in that position or represents then in their

absence, as well as a new person who was demonstrably later notified to the Service Provider

by the previous Person Responsible for Work Procedure or by the person who signed the

Order.

10.4.1 If the Client does not appoint any particular Person responsible for Work Procedure

the Client shall be fully liable for any resulting risks as it is their priority interest

(also considering the other provisions herein) to appoint a competent Person

Responsible for Work Procedure since it is this person that holds specific

authorizations and responsibilities in the performance of a Task. Where the Client

fails to appoint such person in the Order, it shall apply that it expresses agreement to

any Client’s personnel (in particular an employee and/or a cooperating person) or

possibly any Final Customer’s personnel or any operator/person of the part of the

Client’s or another third person, provided that such a third person participates in the

Task actively (e. g. cooperation) or passively (e. g. review, receipt of the outcome of

the Task), shall act on behalf of the Client in matters stipulated by these GTC to a

Person Responsible for Work Procedure. In such a case the Service Provider will

have no obligation to investigate whether or not such person is acting beyond their

powers; actions taken by such person will be fully binding for the Client, unless it is

proved that the Service Provider was incontestably aware of such acting beyond said

powers and failed to notify the Client of such fact without undue delay after having

become aware thereof.

10.4.2 The Client has the right to notify to the Service Provider, at any time and in a

demonstrable manner, the missing contact information pertaining to the Person

Responsible for Work Procedure, as well as to notify any changes in such

information; The identity of the person making the notification on behalf of the

Client must be clearly stated in the notification.

10.5 The provisions of Clause 10.4 of this Article shall also apply accordingly to the Person

Authorized to Sign the Worksheet.

10.5.1 The provisions of Clauses 10.4.1 and 10.4.2 of this Article shall apply accordingly to

the Person Authorized to Sign the Worksheet unless said person is specified in the Order.

10.6 The following shall always be regarded as persons under direct management capacity of the Client:

a) the Client’s employees,

b) a worker with whom the Client has a contractual relationship and who is participating in the order,

c) any individual who shall be specified in the Order by the Client regardless of their actual

position (i.e. even if such a person is not actively involved in the Client’s organization

but e.g., in the Final Customer’s organization), it is therefore up to the Client’s discretion

which personnel it appoints in the Order.

Article 11

Compensation for Provided Services

11.1 For the provided Services, the Client undertakes to pay the Service Provider a compensation

at an amount as agreed upon in the Order also with potential surcharges under these GTC,

unless otherwise agreed in the Order.

11.2 VAT at the statutory rate will be added to the compensation. The compensation will be

invoiced as specified in the Order and these GTC.

11.3 If a basic hourly compensation was agreed in the Order, the following surcharges shall be

charged for Services performed:

a) at night-time in the amount of 25%,

b) on Saturdays (00.00 a.m. – 12.00 p.m.) in the amount of 50%,

c) on Sundays and other non-working days e.g., public holidays (00.00 a.m. – 12.00 p.m.)

in the amount of 100%.

The following time periods between Monday and Friday shall be deemed to be nighttime

–Mon.: 00.00 a.m. – 06.00 a.m. and 10.00 p.m. – 12.00 p.m.

The Service Provider is entitled to surcharges according to this Clause also in the absence of

specific agreement to that effect in an Order. If the surcharges are agreed in an Order in a

different amount or are excluded, the provisions of the Order shall apply. If any of the time

periods falls under several surcharges pursuant to letter a) – c) of this Article (e.g., public

holidays on Saturday), surcharges shall be paid only once at the higher rate of the two.

11.4 In addition to the compensation for performed Services, the Client will be required to

compensate the Service Provider for specific costs, if any, payment of which the Service

Provider and the Client have mutually and demonstrably agreed in writing (in particular in the

Order).

Article 12

Terms of Payment and Sanctions

12.1 Compensation for the provided Services will be payable under invoices the Service Provider

will issue according to Orders and Worksheets, usually:

a) upon the execution of a Task, or

b) after the end of any given month for Services provided in that month, or

c) after the end of a calendar week if the amount of compensation for Services performed in

that calendar week exceeds EUR 5,000.-

It is always at the Service Provider’s discretion when it issues the invoice, unless the date of

invoice issue is specifically agreed in the Order.

12.2 Invoices will be due and payable within 14 days after the date of their delivery to the Client

unless a different maturity date is specified on the invoice. If a maturity date earlier than that

set out in this Section is specified in any invoice, the maturity specified in this Section will be

decisive in the case of the Client’s delay in settlement of an invoice.

12.2.1 The fact that the Client in its internal systems or other internal processes does not

have said invoice approved as due and payable (e.g., due to a missing internal order

as laid down in Clause 4.7 of these GTC) shall have no effect on the invoice maturity

date. The above shall not be affected even where the Client returns the invoice to the

Service Provider due to reasons specified in the first sentence.

12.3 By placing an Order with the Service Provider (Article 4 of these GTC), the Client consents

to making out its invoice in an electronic form. However, the Service Provider is entitled to

send the invoice in the paper form instead of an electronic form, in particular if the Service

Provider does not have an e-mail address for the delivery of electronic invoices.

12.3.1 The Service Provider will mail invoices preferably to the Client’s person having

placed the Order, or to the person the Client specified in the Order (in particular an

officer from the Client financial department) or to another email address that is later

demonstrably notified by the Client to the Service Provider in writing; nonetheless,

invoices may be mailed also to the Client’s general e-mail address as known to the

Service Provider or as specified on the Client’s web page, in particular if the invoice

is returned as undelivered from the addresses referred to in the first part of the

sentence before the semicolon, or if no notification confirming the receipt is returned

from such addresses.

12.3.2 Where the Client enables the Service Provider to enter its internal electronic system

where invoices may also be uploaded, the Service Provider shall send the invoices

preferentially using this channel.

12.3.3 Where the Service Provider and the Client entered into an AfEC, the invoice may

also be delivered as laid down in its provisions (e.g., via MetriQ)

12.3.4 The Service Provider may also comply with the Client’s request to provide a paper

copy of an invoice sent in later.

12.4 Invoices must comply with all the requirements for an invoice eligible for tax purposes, they

must be issued pursuant to the provisions of these GTC and must be properly delivered to the

Client.

12.5 Invoices must be accompanied with copies of relevant Worksheets evidencing the legitimacy

of invoicing.

12.6 The Client, if delaying in the settlement of any invoice, will be required to pay to the Service

Provider a statutory default interest of the invoiced amount for each day of delay or part

thereof. This provision shall not prejudice any other rights or remedies that may arise from a

delay as provisioned by generally binding legal regulations.

12.7 Where the Client is delayed (even if partially) with the payment of any invoice (including the

invoice for another Task), the Service Provider shall be entitled to suspend the provision of all

Services (i.e. including those not related to the Task) while it shall not be liable for any

damage that the Client or any third party incurs as a result of said service suspension. Where

such legitimate suspension takes longer than 10 days the Service Provider becomes entitled to

immediately terminate the Order.

Article 13

Guarantee of Quality and Liability for Defects

13.1 The Service Provider holds Integrated Management System Certificates ISO 9001:2015, ISO

14001:2015, and ISO 45001:2018, that are a guarantee of the quality of the provided Services.

The Service Provider undertakes to perform Services with due professional care and at a

quality guaranteed under the above Certificates.

13.2 To ensure proper quality of Services, the Service Provider undertakes to carry out continuous

monitoring of the Services and if any obstacles on the part of the Client, Final Customer or a

third party (e.g., logistics warehouse) hindering the achievement of the proper quality of the

provided Services are identified, the Service Provider shall notify without delay such fact

either to the Person Responsible for Work Procedure or the person authorized to change the

Order (Clause 10.2 of these GTC). If the Service Provider conveys such fact verbally, they

will then be required to register the information in MetriQ, where the Client has entered into

the License Agreement under Article 16 of these GTC, otherwise send the relevant

information to the Person responsible for Work Procedure or the person authorized to change

the Order by e-mail (Clause 10.2 of these GTC), provided that the required contact

information of the above person is specified in the Order or notified by the Client to the

Service Provider pursuant to Article 10.4.2 of these GTC. The Person Responsible for Work

Procedure or the person authorized to change the Order (Clause 10.2 of these GTC) will also

be authorized to monitor the quality of the provided Services; if doubts about the quality of

the provided Services arise, this person will notify such fact without delay to the Technician.

The Technician, after having consulted and confirmed such doubts concerning the quality of

the provided Services with the Person responsible for Work Procedure or the person

authorized to change the Order (Clause 10.2 of these GTC) may, after obtaining a

demonstrable written approval of the above person, order a repeated check of the quality of

the Components associated with removal of the identified defects, if any, whereof a written

record will be prepared to be signed by the Technician on the one part, and the Person

responsible for Work Procedure or the person authorized to change the Order (Clause 10.2 of

these GTC) on the other. If the repeated check of quality reveals faulty performance of

Services, the Service Provider will not be entitled to any compensation for the time

corresponding to the duration of the repeated check. If no faulty performance is revealed by

the repeated check, the time corresponding to the duration of the repeated check recorded in a

Worksheet will be deemed the time of provision of the Services for which the Service

Provider will be entitled to compensation in the same amount as for the standard provision of

Services according to the relevant Order in line with the provisions of these GTC.

13.3 If it is revealed after the Services will have been performed, and in any case during the first

incorporation of the Components into the relevant equipment whose first direct part is a

Component (such as a larger component, system component, module, integrated module,

automobile, etc.) at the latest, that the Services have not been provided at the guaranteed

quality, the Client will be required to notify the identified defects or faults in the provided

Services (henceforth referred to as “Defects”) in writing and demonstrably to the Service

Provider ( “Complaint”) without undue delay and in any case within 2 days after the Client

has become aware of the relevant Defect, otherwise the Client’s right to make any Complaint,

or claim(s) under the liability for Defects in the provided Services (henceforth referred to as

“Liability for Defects”) will cease to exist after the lapse of the above period. Notwithstanding

the foregoing, the right to make a Complaint or to exercise a claim under the Liability for

Defects will cease to exist in any case after 6 months after the provision of Services to which

the Complaint relates. The failure to make a Complaint as laid down in this Article relieves

the Service Provider from the liability for any damage preventable (at least theoretically) by

making the Complaint and its handling by the Service Provider.

13.4 Regardless of other provisions herein, the Service Provider will not be liable for defects,

delays or violations of contractual obligations occurring as a result of:

a) improper or incorrect handling of the subject of performance of Service (in particular a

component) by a person other than the Service Provider after the Service has been

performed,

b) the fact that the Service Provider marked the subject of Services, or any of its part, as

unfit for use and/or not meeting the requirements resulting from the Work Procedure and

the Client (or a person on the Client’s part, such as the Final Customer) has released such

item for subsequent use and/or in further circulation despite such fact,

c) defects/insufficiencies in the Work Procedure which, nonetheless, the Client duly

approved,

d) non-compliance with obligation to label the Component as a Safety Component pursuant

to Clause 8.5 these GTC,

e) a Force Majeure event; whereas a Force Majeure event means a/ an exceptional

circumstance which was not foreseeable by a Party and/or b/ a circumstance in respect of

which the Party has made all efforts which may fairly be required of it to avert its effect,

and at the time of the occurrence of either such circumstance the Party was not in default

in the performance of those of its obligations which (even if together with the Force

Majeure event) gave rise to the state of affairs in respect of which this Party seeks to rely

on the Force Majeure event; Force Majeure event includes in particular (without

limitation): a war, invasion, acts of foreign adversary, foreign adverse acts, civil war,

mutiny, acts of civil disobedience or other public riots, consequences of military or

usurping powers, confiscation or nationalization or seizure or destruction under an order,

or in the course of execution of any order issued by governmental or other public bodies,

consequences of the use of any military weapons utilizing nuclear fission or radioactivity

irrespective of whether at the time of peace or war, industrial incidents, natural disasters,

protracted power failures, crisis or other emergency circumstance(s), including supply

outage in the territory of the Slovak Republic of goods that are necessary for proper

provision of Services and that the Service Provider is obliged to ensure; however, events

resulting solely from the personnel or assets-related circumstances of any of the Parties,

or possibly from standard business procedures, such as, without limitation, shortage of

qualified labor force, non-performance of their obligations by third parties, unfavorable

economic situation of a Contracting Party shall not be deemed Force Majeure events.

13.5 The Client will be required to provide the Service Provider with all the necessary

collaboration (particularly, but not limited to, the Service Provider’s request) required in the

process of verification of a Complaint; in particular, the Client is required to provide

photographic evidence, background documentation, records of communication, data held by

the Client or the Final Customer that is relating, or may be relating to the Complaint and/or

the Service being the subject matter of the Complaint.

13.5.1 Any delay in meeting the obligation of the Client referred to in Article 13.5 of these

GTC exceeding 5 days will result in voiding of any entitlements from the claim(s)

under the Liability for Defects based on which the Complaint has been made.

13.6 The handling of any Complaint must commence without undue delay after its placing and not

later than within 3 business days after it is lodged, and the Complaint must be resolved in the

shortest possible time. The Service Provider undertakes to either acknowledge or dismiss a

Complaint within 30 days of its placing. The period pursuant to the previous sentence shall be

extended by the time the Service Provider is not able to handle the Complaint due to a request

for collaboration pursuant to Clause 13.5 of these GTC (i.e. by the time passing from the

request for collaboration to its actual provision).

13.6.1 If a Compliant is legitimate the Client is entitled to an adequate discount on the price

invoiced for the Task; this applies only if the Service Provider fails to notify the

Client that it will ensure a free removal of identified Defects on the basis of the

Complaint within the period for acknowledgement or dismissal of the Complaint

(Clause 13.6 of these GTC). The Service Provider has the right to select how the

Complaint should be resolved. Where the Service Provider removes the Defect free

of charge, the Client is not entitled to any adequate discount specified in the first

sentence of this Clause.

13.6.2 If a Complaint concerning Services pursuant to Clause 3.1a) of these GTC is

legitimate, the Service Provider is entitled to require the repeated delivery, and the

Client is obliged to comply with the request for repeated delivery, of all Components

subject of the provision of Services based on which the Complaint was made (except

for the Components demonstrably incorporated into an object the Components are

part of), in a way that enables the Service Provider to perform their repeated check

and remove the complained defects free of charge from other Components in order

to avoid possible damage whereas the Client is obliged to comply with this request;

the breach of this obligation by the Client results in a cessation of Client’s right under

Liability for Defects based on lodging of the Complaint without prejudice to the

provisions of Clause 14.4.1 of these GTC.

13.6.3 The Client is entitled, in exceptional cases, to secure the removal of a Defect by a

third party at the expense of the Service Provider, however, for reimbursement of the

costs thus incurred by the Service Provider, all of the following requirements must be

met:

a) the Client has made a Complaint properly in accordance with these GTC and the

Service Provider has not taken a chance to handle the Complaint or has failed to

resolve the Complaint within the period of time according to these GTC or

within the period of time agreed in a separate written demonstrable agreement

with the Service Provider, or the Service Provider has agreed demonstrably in

writing that it has agreed with the removal of a defect by a third party.

b) where this concerns a Task under Clause 3.1a) of these GTC, the Client has

allowed the Service Provider to perform the control of the result of the Task (in

particular by a repeated control of the parts to which the Task relates pursuant to

Clauses 13.2 or 13.6.2 of this Article), and the Service Provider failed to ensure

remedy or did not take advantage of the possibility to perform a check in an

adequate term.

c) repeated sorting/repair/or another service provided by a third party removing the

defect is performed to an extent comparable to the Task to which this removal of

a defect relates to (in particular in terms of time consumption, Work procedure

and costs to remove the defect compared to the price of the Task), and relevant

documents demonstrating this comparable extent have been submitted to the

Service Provider.

The Client and the Service Provider may demonstrably agree in writing on different

terms of the reimbursement of costs under this Article.

13.7 If the Client routinely uses 8D-Report, the Service Provider shall provide the Client with an

8D-Report according to 8D time limits on Client’s request.

13.8 If a written record of the manner of handling of a Complaint is made, such report must be

signed by the Service Provider’s authorized person referred to in Clause 10.1 of these GTC

and on behalf of the Client by the person who lodged the Complaint on behalf of the Client or

the persons specified under Clause 10.2 of these GTC. The Client has the right to indicate any

comments or positions in the written report.

13.9 In the written report on the manner of handling of a Complaint, the Contracting Parties are

always free to also agree on an alternative manner of handling and/or resolution of a

Complaint.

Article 14

Ownership of Components; Liability for Damages and Compensation for Damages

14.1 The Service Provider shall not become the owner of the Components received for the purpose

of the performance of a Task.

14.2 The Service Provider shall be liable for any culpable conduct by its staff resulting in any

damage to, loss or destruction of the Components received by the Service Provider from the

Client (and/or the Final Customer) for the purpose of the performance of a Task, if such

conduct occurs in the course of the performance of a Task; however, the Service Provider will

not be liable for such culpable conduct if such damage to, loss or destruction of the

Components would have occurred regardless of such culpable conduct, or where the conduct

concerned served the Service Provider’s staff to avert a direct threat for which the staff was

not responsible, or if the damage was caused in the defense against an imminent or continuing

attack. The Service Provider shall not be liable for damages in the cases specified by the law

(e.g., if the breach of obligations was caused by circumstances excluding liability and in cases

where the damage was caused by Force Majeure events as defined in Clause 13.4e) of these

GTC).

14.3 If damage occurs for which the Service Provider is liable pursuant to Clause 14.2 of this

Article, the damage shall be remedied either through restoration to the original condition or

pecuniary compensation; the selection is at the Service Provider’s discretion.

14.4 The limits of compensation for damages for which the Service Provider is liable

14.4.1 The Service Provider shall be liable for the damages caused by the Defects in the

Services provided (defective performance) and not rectified as a part of the handling

of a Complaint which was duly lodged in accordance with these GTC. If the Client

has not provided the Service Provider with the Components for check on his request

in accordance with the Clause 13.6.2 of these GTC, the Client is not entitled to claim

damage resulting from this unperformed check or the damage that could have been

prevented by such free-of-charge check.

14.4.2 The Service Provider shall also be liable for any damage caused to the Client’s assets

while performing its activities other than referred to in Clause 14.4.1 of this Article.

14.4.3 If entitlement to compensation for damages arises, the Service Provider shall make a

claim against its insurance company for the indemnity payments due to an event of a

covered loss.

14.4.4 The Service Provider will compensate the Client for full damages, however not

exceeding the indemnity payment received by the Service Provider from the

insurance company or indemnity payment made by its insurance company under the

liability insurance concluded between the Service Provider and its insurance

company, with a condition precedent of the indemnity payment by the insurance

company. Where the insurance company remits the indemnity payment to the

Service Provider and not directly to the Client, the Service Provider shall forward the

received indemnity payment within 15 days of the date on which the Service

Provider received such payment from its insurance company and the Client specified

demonstrably in writing the account number where the compensation for damages

should be paid; the above shall not apply in the extent of the settlement that the

Service Provider pays out to the Client after a mutual agreement before the

indemnity payment from the insurance company is remitted.

14.4.5 If, for any reason, the insurance company fails to remit the indemnity payment due to

an event of a covered loss within 6 months of the day the Service Provider claimed it,

the Service Provider undertakes to provide the Client with the payment under the

liability for damage up to the amount of the value of the Task to which the damage

relates. In the case of Tasks, the performance of which extends beyond 1 month, the

value of the Task shall be determined as the average of the Task’s amounts (invoiced

amounts VAT-exempt) for the last 6 months of the performance of the Task; if,

however, the Task takes more than a month but less than 6 months, the average shall

be calculated based on the actual months when the Task was performed. The Client

and the Service Provider may also agree otherwise demonstrably in writing. The

provision of Clause 14.4.4 of this Article shall not be affected, i.e. if the Service

Provider’s insurance company remits the indemnity payment after the Service

Provider compensated for the damage as laid down in the first sentence of this

Clause, the Client is entitled to indemnity payment in the amount that equals the

difference between the indemnity payment and the payment already received in

accordance with the first sentence of this Clause; if the Client received more than it

has been entitled to (in particular as a result of a direct payment from the insurance

company), the difference must be returned to the Service Provider.

14.4.6 If the insurance company, for whatever reason (with the exception of a case of failure

to provide collaboration by the Service Provider when investigating an insured event

of a covered loss), refuses to remit the indemnity payment, the amount of payment

set out in Clause 14.4.5 of this Article shall be deemed as the limit of compensation.

14.4.7 Provable culpability of the Service Provider is a prerequisite for the entitlement to

compensation for damages against the Service Provider. The Client and the Service

Provider undertake to provide each other with any necessary collaboration, in

particular collaboration requested by the other Party (including the provision of any

necessary documentation), so that i/ it is possible to claim incurred damage under the

Service Provider’s insurance, ii/ the Service Provider’s liability is apparent without

any doubts; if this obligation is breached, any periods related to the compensation for

damage shall be prolonged by the period of delay of its performance. The

collaboration in accordance with this Clause must be provided mutatis mutandis also

in cases when taking action is necessary to minimize the damage.

14.4.8 The Service Provider is in any case entitled to compensate the damage by restitution

to the original state. The Client is not entitled to deny this right to the Service

Provider, otherwise the Service Provider’s liability for the damage incurred shall

cease in the moment this right is denied.

14.4.9 If the Service Provider is liable for damages together with other persons

(proportional liability), the Service Provider shall be liable for damages to the Client

only to the extent of its liability. If there is a reasonable and demonstrable doubt

about the infliction of damage by the Service Provider, the entitlement to

compensation for damage shall not be established.

14.4.10 Notwithstanding the other provisions of these GTC, only tangible damage shall be

compensated, and the Client shall not be entitled to the compensation for intangible

damage (e.g., damage to reputation, goodwill, know-how etc.) or the compensation

for lost profits, fines, penalties, or default interests. The Client also shall not be

entitled to the compensation for damage caused to third parties that the Client would

like to recover from the Service Provider under his right of recourse.

14.4.11 The maximum amount of compensation for damage from a single event of a covered

loss shall be €100,000 (one hundred thousand euros) unless other provisions under

this Article stipulate a lower maximum amount for compensation for damage. The

Parties may agree otherwise in the Order.

14.4.12 The provisions of Article 14 shall be without prejudice to provisions under Clause

14.5 of this Article.

14.4.13 The provisions of Article 14 shall apply accordingly to liability for damage caused

by breach of confidentiality obligations under Clause 15.5 and following of these

GTC.

14.5 Where the Client failed to comply with one of the obligations under Clause 5.8 of these GTC:

a) notwithstanding the foregoing provisions of this Clause, the Service Provider shall not be

liable for any damages incurred by the Client or third parties as a result of the improper

use of the Above-the-Standard Aids,

b) the Client shall be liable to the Service Provider for damage incurred by the Service

Provider or, where applicable, by a member of the Service Provider’s staff, as a result of

the handling of an Above-the-Standard Aid which could have been avoided by the

compliance with the obligations pursuant to Clause 5.8 of these GTC; this shall not apply

where such damage is caused solely by a breach of the Service Provider’s or a member of

the Service Provider’s staff obligations and where such damage would have been

incurred even if the Client had duly complied with the obligations pursuant to Clause 5.8

of these GTC.

Article 15

Service of Documents, Confidentiality of Information and Confidentiality Obligation

15.1 Any notices, requests, demands, requests for consent or any other communication served by

one Party to the other Party in e-mail, paper form or by way of MetriQ (where the Client has

concluded License Agreement as laid down in Article 16 of these GTC) shall require a

response from the other Party in the same or similar manner, allowing for unambiguous

recording of the contents of the response. In the case of non-compliance with the form of the

response, the burden of evidence with respect to the contents and delivery of the response

rests on the sender.

15.1.1 The information contained in MetriQ shall be, where the Client has entered into

a License agreement (Article 16 of these GTC), regarded as made available by its

uploading to MetriQ, which will be evidenced by creating a relevant log int he

system.

15.2 Contents of an e-mail shall be deemed delivered if i) its receipt and/or review is

acknowledged manually, ii) the e-mail reply containing the original e-mail message that is to

be delivered has been received; mere automatic reply without intervention of the addressee

shall not be deemed proof of due and proper delivery with the exception of confirmation of

reading the email sent by the postal software/server of the addressee.

15.3 Written communication exchanged between the Parties shall be deemed duly delivered:

a) on the date of its actual delivery to the addressed Party;

b) on the date of expiry to no avail of the period for collection at the postal carrier, also if

the addressee was not aware of the deposition;

c) on the date of an unsuccessful attempt to deliver the communication, if the delivery was

obstructed by culpable action or negligence of the addressee, (e.g., addressee’s refusal to

receive the communication, missing designation of the addressee at its physical address).

d) on the next calendar day following the date of making available of the electronic

document in MetriQ, if the Client has entered into a License Agreement (Article 16 of

these GTC).

15.4 Where a AfEC has been entered into between the Service Provider and the Client, this shall,

in case of a contradiction concerning delivery, take precedence over the provision of Clauses

15.2 a 15.3 of this Article.

15.5 The Parties shall treat confidential any and all confidential information as well as all facts of

which they become aware in association with performance provided under a contractual

relationship constituted according to these GTC and which relate to the other Party, if such

information is of a provable commercial significance to the other Party or other competitors

on the market.

15.5.1 Confidential information shall include all facts and information comprising trade

secrets pursuant to Section 17 of Act No. 513/1991 Coll. The Commercial Code, as

amended, and also any information demonstrably and unambiguously identified as

confidential by the other Party. Without prejudice to the above, confidential

information shall also include any information that is not publicly accessible,

information of technical, commercial or other nature labeled by either of the Parties

as confidential, or that is required to be treated (having regard to the circumstance

known to the other Party at the time of its disclosure) as confidential, or any

information the nature of which indicates to any reasonably informed person that

such information is confidential. Confidential information shall also include any

information of technical, trade or commercial nature (including product plans and

similar designs, development plans, forecasts, analyses and strategies),

specifications, plans, charts, training materials, formulas, sketches, models, samples,

procedures, ideas and inventions (also if not subject to special protection), data,

software, or documentation in any form, whether on any material data carrier or

provided verbally, as well as information received from a person other than a Party,

provided that such other person is subject to the confidentiality obligation.

Confidential information shall also include information concerning the situation of

either of the Parties, its products, processes, performance and also prices, surcharges

and costs agreed in the Orders.

15.5.2 To avoid disputes concerning the nature of information, a Party disclosing

information that is required to be deemed confidential to the other Party, while it is

not clear from the nature of the matter that it is confidential beyond any doubt, shall

be obliged to clearly label such information as confidential.

15.5.3 The prices of the Service Provider agreed with the Client shall always be deemed

confidential, even if not specifically labeled as such.

15.6 The confidentiality obligation shall apply during the term of the contractual relationship to

which these GTC are a part of, and for another 1 year after it ceases to exist;

the confidentiality obligation shall transfer to legal successors of the Parties, if any. A Party

may be discharged of this obligation only by the other Party’s written declaration.

15.7 The confidentiality obligation shall not apply to the facts that:

a) are or will be made available to employees or third parties in relation to performance of

activities under the contractual relationship established pursuant to these GTC on the

“need to know” basis due to their work position, office held and/or their role in the

performance under the contract;

b) were demonstrably obtained from a third party that is authorized to disclose such

information;

c) have become publicly available without the breach of confidentiality obligation by any of

the Parties;

d) have been developed by a Party independently and without using any confidential

information pursuant to the provisions of this Article;

e) May be made available on the basis of a specific agreement entered into between the

Client and the Service Provider.

15.8 The following shall not be considered a breach of the confidentiality obligation:

a) disclosure of information to third parties holding an interest in the company of either of

the Parties;

b) disclosure of information to legal advisors or other representatives, who are legally

obligated to maintain confidentiality for the purpose of due and proper performance of

their activities, provided that such persons must be informed in advance of the

confidential obligation related to the matter in question;

c) disclosure of information after the other Party’s prior written consent to the disclosure of

individual information protected by the confidentiality obligation has been obtained;

d) disclosure of information to relevant authorities for the purposes of, or within the scope

of judicial proceedings, arbitration proceedings or proceedings before any other public

authority, provided that such authority must be informed in advance about the

confidential nature of the disclosed information to allow it to take necessary precautions

(e.g., holding closed proceedings);

e) disclosure of information to a governmental, bank, tax or other authority with

supervisory powers that is authorized and competent to request such information in

compliance with the applicable legal regulations, provided that such authority must be

informed in advance about the confidential nature of the disclosed information to allow it

to take necessary precautions;

f) disclosure of information a Party is legally required to disclose.

15.9 The Parties further undertake to protect any information pertaining to the other Party that are

subject to confidentiality pursuant to this Article at least in the same extent as if such Party’s

own information was concerned and undertake to impose the confidentiality of information of

the same scope also on their organizational units/branches, managerial staff or employees

(and also cooperating persons) coming in contact with such information whereas each of the

Parties shall be fully liable for breaches of obligations by such persons.

Article 16

The Usage of MetriQ and License

16.1 The Client obtains access to and may use MetriQ on the basis of a License Agreement, which

takes the form of either a Standalone License Agreement (Clause 2.14.1 of these GTC) or an

Order-based License Agreement (Clause 2.14.2 of these GTC).

16.2 Order-based License Agreement

16.2.1 The provisions of the following Clauses 16.2.2 – 16.2.4 apply only for the period in

which the Service Provider and the Client do not have a concluded Standalone

License Agreement.

16.2.2 If, pursuant to an Order, the Client wishes to share Reports and other data

in MetriQ, it shall designate this fact in the Order and based on the above

the Service Provider then decides on making the MetriQ system available to the

Client for the given Task, depending on the possibilities and nature of the Order. By

attaching its signature to the Order with the declared interest in using MetriQ,

the Client undertakes to uphold the License Terms that represent an annex to these

GTC. The License Agreement shall be deemed entered into at the moment of

providing access to MetriQ to the Client (e.g., to the person of the Client who

issued the Order, Person Responsible for Work Procedure or the Person authorized

to Sign the Worksheet) do MetriQ.

16.2.3 The scope of MetriQ features made available to the Client based on an Order-based

License Agreement shall be determined by the Service Provider.

16.2.4 The License to use MetriQ with the scope of features as specified in Clause 16.2.3

shall be provided free of charge. Where the Client is interested in extending the

scope of available MetriQ features, it must enter into a Standalone License

Agreement, with the Service Provider.

16.3 After entering into the Standalone License Agreement, Order-based License Agreements are

not concluded anymore. Thus, even if an Order-based License Agreement should be

established (i.e. an Order contains interest in using MetriQ and the Service Provider gives

the Client access to MetriQ), Order-based License Agreement shall not be concluded where

an applicable Standalone License Agreement already exists, as the latter, if applicable, always

grants the Service Provider a greater scope of rights than the former Order-based License

Agreements.

Article 17

Common and Final Provisions

17.1 Early termination of the Service provided on the basis of an accepted Order is only possible

after a mutually demonstrable written agreement entered into between the Service Provider

and the Client, or on the basis of unilateral termination of the Order in cases where these GTC

or the Order itself allow it.

17.1.1 In the event of proper termination of the Order, the Order is terminated (with ex

nunc consequences) upon delivery of such a manifestation of will. Termination of

the Order does not release the Client from the obligation to pay the Service Provider

the price for duly provided Services until the termination of the Order, including all

related financial claims that the Service Provider incurs in accordance with, or on

the basis of the Order in question, as well as any claims arising from these GTC.

17.2 For the avoidance of doubt, it is hereby stated that even if in the past there has been (even

repeatedly) an invoice issued by the Service Provider paid only after the issuance of an

internal order under Clause 4.7 of these GTC, this fact cannot be interpreted as an implied

agreement or business custom that would eliminate the applicable nature of Clause 12.2.1 of

these GTC.

17.3 Where these GTC require a written form and do not state otherwise, it applies that the written

form is maintained if the act is made in writing that allows its content to be permanently

captured (a document, electronic document in MetriQ, e-mail, etc.). However, for written

communication made under an Order, the use of any of the following languages is required:

Slovak language, the language used in the Order, a language in which the Parties

demonstrably communicate, or the language on which the Parties demonstrably agree in

writing.

17.4 Contractual relationships between the Parties not regulated in these GTC or by any Order

shall be governed by the applicable provisions of generally binding legal regulations of the

country of residence of the Service Provider (i.e. the Slovak Republic) including, without

limitation, the applicable provisions of the Commercial Code (in particular those regulating

contracts for work), as amended. Should these GTC and/or the Order address certain

relationships between the Parties in a manner other than that required by the applicable legal

regulations, these GTC and contractual arrangements shall take precedence, provided that this

concerns a conflict with a legal provision that may be derogated from, or application of which

may be excluded (i.e. in the case of a conflict, the discretionary provision of the Commercial

Code shall be deemed excluded). In the case of a conflict between these GTC and an Order,

the provisions of the Order shall take precedence.

17.4.1 If a contractual relationship between the Service Provider and Client has been

established under a separate contract (i.e. not under an Order pursuant to Article 4 of

these GTC), referencing to these GTC, where such GTC refers to an Order, it shall

be deemed a reference to such separate contract.

17.4.2 Where an AfEC or a License Agreement to MetriQ has been entered into between

the Client and the Service Provide, these agreements take precedence before the

provision of these GTC in the matters expressly regulated by the AfEC/License

Agreement and to which they relate (including the matters regulating servicing of

documents, confidentiality, and confidential information).

17.5 Should the conflict of law provisions allow for the selection of jurisdiction, then any disputes

between the Service Provider and the Client arising out of contractual relationships

established according to these GTC shall be resolved by the competent Slovak courts. For the

purposes of determination of jurisdiction it shall also apply that the place of contractual

performance shall be deemed the location of the performance of a Task (Clause 4.2.1c)

herein). If, however, the Service Provider provides its Services pursuant to these GTC outside

the territory of the Slovak Republic, the competent courts are the courts of the Slovak

Republic regardless of the location of the Task performance.

17.6 Should any provision of these GTC be invalid, the validity of other provisions shall not be

affected.

17.7. These GTC shall become valid and effective on the date written in the heading. As on the

same date, the GTC issued by the Service Provider before 1. January 2025 cease to be

applicable and effective; nonetheless, contractual relationships established under Orders

incorporating the previous GTC shall be governed by the previous GTC.

17.8 The Service Provider is entitled, from time to time, to unilaterally amend these GTC. The

contractual relationship between the Client and the Service Provider established pursuant to a

particular Order shall be governed by the GTC wording applicable and in effect at the time of

a due delivery of the confirmed Order to the Service Provider.

Annex to the GTC

License Terms

for Using the MetriQ View Application

1. Definitions for the Purposes of these License Terms

1.1 Licensee is a legal entity or a natural person – entrepreneur with whom HOLLEN has entered

into a License Agreement.

1.1.1 License Agreement is an agreement that incorporates these License Terms. The

License Agreement may also be incorporated directly in the Service Agreement or

be part of its annexes or other documents (e.g. General Terms and Conditions) to

which the Service Agreement refers. The License Agreement is entered into as:

a) Standalone License Agreement, which represents a separate agreement,

independent from a specific contract, (in the form of a separate document) and

which is also designated as “License Agreement”

b) Order-based License Agreement, which is a License Agreement different

from a Standalone License Agreement and is entered into on the basis of

an Order (which contains the expressed interest of the Client to use MetriQ

for a specific Task, as well as the acceptance of the General Terms and

Conditions, to which these License Terms are an annex) and the granting of

access to MetriQ by the Service Provider.

1.2 Service Agreement means any agreement between HOLLEN and the Licensee, the subject of

which is the provision of services by HOLLEN in the field of quality assurance of production

and/or processes, which include, in particular, the inspection of Components associated with

sorting activities and possible correction works, additional modifications, finishing and

assembly services, and services related to quality assurance of Components, production

support services, shop works, logistics and assistance services, or other services, if such

agreement includes the acceptance of these License Terms (e.g. framework agreement, partial

agreement, accepted Order based on the General Terms and Conditions).

1.2.1 Component means a component, part, article, semi-finished product, material or

any combination thereof to which the services provided under the Service

Agreement relate.

1.2.2 Task means a comprehensive service (or possibly a set of services) provided under a

specific Service Agreement.

1.2.3 Report means a data output prepared by HOLLEN relating to a specific Task

(performed under a Service Agreement by HOLLEN) and to a specific time period.

The report contains data related to a specific Order.

1.3 MetriQ Suite (hereinafter referred to as “MetriQ”) means an electronic system for the

digitization of the workplace aimed in particular at the digital collection, distribution

and presentation of data on individual Tasks and the electronic sharing of documents relevant

to the Task (e.g. technical documentation). MetriQ is a cloud-based solution, a computer

program and is protected by copyright.

1.3.1 MetriQ View application (hereinafter referred to as “MQV”) means the part of

MetriQ constituting a web presentation portal, enabling viewing and presentation of

data, sharing of documents and possibly (after concluding a separate agreement for

electronic communication) also serves for document approval. MQV has various

features.

1.3.2 MetriQ Input application (hereinafter referred to as “MQI”) means the part of

MetriQ used by persons on the part of HOLLEN in the provision of services under a

Service Agreement, whereby these persons enter relevant data related to the Task

into MetriQ.

1.3.3 MetriQ Admin application (hereinafter referred to as “MQA”) means the part of

MetriQ representing the ability to perform selected access management and settings.

1.3.4 MetriQ Core (hereinafter referred to as “MQC” means a database of data created

on the basis of inputs via MQI and other internal information systems of HOLLEN

and represents an integral and essential part of MetriQ.

1.3.5 Log is a computer file with a control record of certain activities performed in

MetriQ.

1.3.6 Technical Documentation is all documentation that is relevant from the point of

view of the Task, in particular Work Procedure, documents related to occupational

health and safety, documents related to the rules that must be followed in the

workplace/on the premises where the Service is performed, etc.

1.3.7 Data means any information stored in electronic form belonging to a specific Task,

collected using MQI or entered into MetriQ by HOLLEN (or persons on its part) in

a way other than through MQI, or information entered into MetriQ directly by the

Licensee; Data in particular means the data on the total time required for the

performance of a Task, or its individual parts and selected information

on Components (e.g. their numbers and other specifications) to which the Task

relates, but also Technical Documentation of the Task (in particular Work

Procedure), Reports and other documents (e.g. Orders and invoices).

1.3.8 Downtime means the impossibility of using MetriQ or its part, e.g. due to system

maintenance, Internet connection failure, etc.

1.4 User means each Account Holder and the Administrator.

1.4.1 Account Holder is the person who has been granted access to MQV by the

Administrator. Account Holder access is obtained through access login data that,

based on the Administrator’s action, will be sent by the automated system to the

Account Holder’s e-mail address specified in the name list, service agreement or

otherwise provided by the Licensee. Account Holder may also be a person outside

the Licensee’s organization, if it is necessary for them to have access to MQV based

on their work position (e.g. the quality assurance staff of the Final Customer).

1.4.2 Administrator means the MQA User on the part of HOLLEN, who manages

MetriQ and administers the selected MetriQ settings. The Administrator may also be

a person on the part of the Licensee, usually for a special fee, however, solely based

on agreement with HOLLEN, which determines the scope of the permissible

authorizations. Without such a separate written and demonstrable agreement, the

Licensee shall not be entitled to the use of the Administrator role for a person on its

part. User access is obtained through access login data that, based on the

Administrator’saction on the part of HOLLEN, will be sent by the automated system

to the User’s e-mail address specified in the Name Register, Service Agreement or

otherwise provided by the Licensee in another demonstrable manner in writing.

1.4.3 Access Data means a unique username and password of a specific User.

1.4.4 Name Register is an optional list of persons on the part of the Licensee, which

contains in particular a list of workers of the Licensee who are or should be Users;

Licensee’s worker is any natural person in a direct or intermediary contractual

relationship with the Licensee, performing activity for the Licensee as a contractor,

or in a subordinated relationship (hereinafter referred to as the “Licensee’s

Worker”). In addition to the name and surname, the Name Register also contains

the User’s email address, enabling the receipt of informative messages related to the

use of MetriQ (e.g. Access Data).

1.5 Technician means a person on the part of HOLLEN, who is listed as the Technician in the

Service Agreement or is visible in the specific Order (Task) in the contacts section directly

in MetriQ.

2. License

2.1 License means the Licensee’s right to use MQV, or MQV and MQA, in the case the

possibility of using MQA by the Licensee’s Worker has been agreed.

2.2 The Licensee accepts these License Terms by entering into an Order-based License

Agreement, or a Standalone License Agreement, to which these License Terms form an

annex.

3. Basic License Terms

3.1 The Licensee and all Users are entitled to use MetriQ only in the manner permitted by the

License Agreement and these License Terms.

3.2 Basic Licensing Provisions:

3.2.1 The License is granted on a non-exclusive basis.

3.2.2 The Term of License:

a) In the case of a Standalone License Agreement, the License is granted for a

period of up to 2 years after the end of the last Task performed by HOLLEN

for the Licensee.

b) In the case of an Order-based License Agreement, the License is granted for a

period of up to 6 months after the end of a specific Task.

The above term applies only unless the License Agreement stipulates otherwise.

This shall be without prejudice to the provision of Clause 12.2 of the License Terms.

3.2.3 The scope of the Licence:

a) The License allows the Licensee to use those features that are made available to

the Licensee by HOLLEN, usually based on mutual agreement of both parties; if

the Licensee wants to have a legal entitlement to make certain specific features

available, such agreement must be made in writing, e.g. directly in the License

Agreement or a subsequent agreement (e.g. in the form of e-mails, a special

document or an electronic document signed by authorized representatives of both

parties, etc.), whereas on behalf of HOLLEN, besides the company’s statutory

body and Chief Clerk, such agreement may be entered into by the General

Manager or Branch Director.

b) The License allows the use of MQV by any User; of the features available to the

Licensee, the scope of these features for a specific User is determined by the

Licensee on the basis of a demonstrable agreement with HOLLEN,

3.2.4 Territorial scope of the License: unlimited.

3.3 It is prohibited to share the User’s access data with other persons, even where these other

persons have their own access data. Violation of this prohibition causes the possibility of

termination of the License Agreement pursuant to Clause 12.1 of the License Terms.

3.3.1 The provisions of the Clause 3.3 of the License Terms shall not apply if the sharing

of access data is allowed in the License Agreement.

4. Special License Terms

4.1 Licensee shall ensure that the Users use the MQV only for the following purposes:

a) displaying of selected data pursuant to Section 5 of the License Terms using the available

features (Clause  3.2.3 of the License Terms),

b) generating reports, or other available outputs to the extent and in the manner allowed by

MQV itself and the features made available (Clause 3.2.3 of the License Terms),

c) uploading documents for Tasks,

d) approving of selected documents in the event that a separate Agreement for Electronic

Communication has been signed between the Licensee and HOLLEN.

4.2 Access to data displayed in MQV is provided through a web interface and using remote

access technologies.

4.3 The Administrator on the part of the Licensee is not entitled to grant access to persons who do

not operate in the Licensee’s organization.

5. Data and data security

5.1 HOLLEN collects data using electronic channel (in particular the MQI) with the exception of

cases when technical circumstances prevent this.

5.2 The data contained in MetriQ represent confidential information; the Licensee (and also each

User) is obliged to maintain confidentiality with respect to the data and not to disclose it to

third parties except as permitted in these License Terms or in the License Agreement (or

another agreement). If the data also represent a business secret, the legal provisions governing

the protection of business secrets shall also apply accordingly.

5.3 The provision of Clause 5.2 of the License Terms also shall not apply to the disclosure of data

by the Licensee to:

a) its employees or other Licensee’s Workers who have special legal interest in

the disclosure of data (e.g. by virtue of their position) and are bound by the obligation of

confidentiality regarding the data,

b) persons who are related parties or demonstrably personally affiliated parties of the

Licensee (through majority shareholders), or subsidiaries of these parties, as well as

employees or other employees of these parties, whereas, however, the Licensee is obliged

to have them undertake the same obligation of confidentiality, as under Clause 5.2 of the

License Terms.

5.4 If the Task is performed a) at the premises of the Licensee’s Final Customer or b) in

the logistics’ premises or external warehouses on the part of the Licensee or on the part of the

Licensee’s Final Customer, the data may also be made available to relevant persons on their part.

5.5 The data may also be made available by one of the Parties to:

a) the Licensee’s Final Customer or supplier (or persons on their part), if these persons are

involved in a specific Task and are to be informed about the details of the Task

performance,

b) the License’s logistics service provider (or persons on their part), if they are to be

informed about the details of the Task performance,

c) the Licensee’s Final Customer (or persons on its part), if they are to be informed about

the details of the Task performance,

d) persons who are part of the communication (related to the Task) sent to the Licensee,

e) other persons with a valid license to use MQV to whom the Task data concerns,

f) legal representatives and similar officers of the Parties, who are legally obligated to

maintain confidentiality, as well as public authorities, if the data is disclosed to them on

the basis of the law,

g) to such other parties as may be specifically agreed between HOLLEN and Licensee.

5.6 If the scope of the data made available in MQV to the Licensee is not specified in the Service

Agreement or the License Agreement, it shall be determined by HOLLEN; however, if the

Licensee wishes to have a legal entitlement to having access to certain specific data, such

arrangement must be captured in writing (e.g. in the form of emails, a separate document or

an electronic document signed by authorized representatives of both Parties).

5.7 HOLLEN is entitled to collect, use (in the widest possible sense of the word) and disclose the

data to other entities in the manner regulated in these License Terms without the separate

consent of the Licensee. However, with regard to the use of data by HOLLEN, it applies that

the data is used exclusively for the provision of information about Tasks to designated

persons, for the creation and presentation of analyses, for invoicing and also for the further

development of MetriQ, whereas HOLLEN may process the data separately for the above

purposes and do so in the broadest possible sense.

5.8 MetriQ is operated within the Microsoft systems environment (e.g. server in MS Azure,

Windows Server and Microsoft SQL database), with regular updates by HOLLEN, especially

in terms of updating security patches.

5.9 HOLLEN also:

a) ensures data security, in particular by establishing that all communication between the

User and MQV takes place via an encrypted HTTPS protocol,

b) ensures that the SSL certificate is up-to-date and valid.

c) continuously evaluates logs and attempts to respond to suspicious activities.

5.10 HOLLEN grants access to MetriQ (including the data stored therein) to an external company

that develops and modifies MetriQ for HOLLEN, while, however, said company is bound by

the confidentiality obligation under a relevant agreement.

5.11 HOLLEN may use the data (including personal data of the Licensee’s Workers comprising

their name, surname, e-mail and phone number, the name of the company for which they

work) in its other information systems, or possibly disclose it to:

a) third parties that are related parties or are affiliated to HOLLEN,

b) suppliers of IT services for HOLLEN, who are involved in the development and

maintenance of the MetriQ system.

6. Other terms and conditions

6.1 The Licensee is not entitled to grant access to MQV to persons who are not Users.

6.2 HOLLEN recommends that each User changes their access password after the first login.

6.3 MQV Licensee is advised to supply HOLLEN with a Name Register. Without receiving the

Name Register, HOLLEN will grant access data only to persons for whom such a need will

result from the concluded Service Agreement for the given Task (in particular persons

specified in the agreement), or to persons pursuant to point 5.5 of the Licence Terms.

6.3.1 HOLLEN may grant Administrator permissions to a specific person on the part of

the Licensee, in accordance with the provisions set forth in Clause 1.4.2 of the

License Terms.

6.4 The Licensee Administrator has the right to grant user access to a person other than the

Licensee (in particular an external worker) only with the prior demonstrable consent granted by HOLLEN.

6.5 The Administrator on the part of HOLLEN is entitled to deactivate a User’s user account where:

a) such User abuses MQV in any way, or there is a reasonable suspicion of MQV abuse,

b) such User violates the provisions of the License Terms,

c) there is a suspicion of misuse or unauthorized disclosure of the User’s access data or

other data, or where such misuse or unauthorized disclosure is confirmed,

d) HOLLEN ascertains from a reliable source that the current User is no longer active in

the Licensee’s organization, or their job position has changed in such a way that they no

longer require access to MQV.

e) the relevant User account has not been used (in particular the User has not logged in) for

over 2 months.

6.6 HOLLEN shall be entitled to correct errors in MetriQ and release new versions/updates

of MetriQ and install them automatically without Licensee’s consent.

6.7 HOLLEN is entitled at any time and at its sole discretion to make updates and upgrades

to MetriQ in order to improve the security and modify system features.

6.8 The Licensee shall be responsible for ensuring that individual Users comply with the License

Terms and, in particular, the prohibition under Clause 3.3 of the License Terms (without

prejudice to the provisions of Clause 3.3.1 of the License Terms).

6.9 MetriQ features require that the device through which the User wants to access the system has

Internet access. HOLLEN shall not be responsible in any way for the User’s inability to access

the MetriQ features due to missing or insufficient internet access. HOLLEN does not supply

any technical equipment necessary to access MetriQ.

6.10 MQC is also subject to separate copyright protection, whereas the party initiating and

ensuring the creation of the database is HOLLEN, which also holds copyright protection of

the database whereas the Licensee does not hold any specific rights pertaining to it, as the

Licensee’s inputs do not represent any qualitatively or quantitatively significant contribution

to obtaining, verifying or rendering the database content.

6.11 Instructions for use and training

6.11.1 HOLLEN shall provide training materials free of charge for the purpose of

becoming familiar with the usage of MetriQ to the extent determined by HOLLEN.

6.11.2 HOLLEN may also provide specific training for prospective Users based on

agreement with the Licensee.

7. Logs and Cookies

7.1 In the event of disputes arising between HOLLEN and the Licensee regarding the Users

conduct in the use of MetriQ, the MetriQ Logs shall prevail, to which the Licensee hereby

grants consent by using MetriQ.

7.2 MetriQ solely collects cookies necessary for the due operation of the respective websites,

whereas it does not use analytical or marketing cookies.

8. Personal Data

8.1 The Licensee consents to the processing of personal data of Users and third parties on its part

provided to HOLLEN (e.g. in the order/agreement, Name Register, separately by email) for

the purpose of compliance with HOLLEN’s contractual obligations towards the Licensee

as well as other contractual partners. At the same time, the Licensee is obliged, if required

by law, to obtain the consent of the affected Licensee’s Workers to provide their personal data

to HOLLEN, otherwise the Licensee shall be liable to HOLLEN for any damage incurred

by HOLLEN as a result of or in connection with the missing consent. The provisions of this

Clause shall apply reasonably also to other persons on the part of the Licensee (e.g. Final

Customer of the Licensee, logistics premises on the part of the Licensee).

8.2 HOLLEN is not obliged, in view of the Licensee’s obligation under Clause 8.1 of the License

Terms, to investigate whether a particular Licensee’s Worker (or a third party on the

Licensee’s part) has consented to the provision of their personal data to HOLLEN; the

Licensee shall be solely responsible for providing consent.

8.3 Notwithstanding the provisions of Clauses 8.1 and 8.2 of the License Terms, the Licensee is

obliged, in cases where required by the Regulation (EU) 2016/679 of the European Parliament

and of the Council on the protection of natural persons with regard to the processing of

personal data and on the free movement of such data (GDPR), or a similar regulation, or as

required by the Personal Data Protection Act, to ensure, immediately after entering into the

License Agreement, the consent of the data subjects who are to be in the position of Users to

the use of their personal data in MetriQ, including its disclosure to third parties under these

license provisions (e.g. Clause 5.11 of License Terms), otherwise the Licensee shall be liable

for any damage (including sanctions, loss of profit, damage to reputation) incurred by

HOLLEN.

8.4 For the avoidance of doubt, by disclosing personal data of natural persons (in particular

Users) by the Licensee or a specific User, the Licensee automatically declares that it has

obtained the consent of the data subject to process their personal data and provide it to third

parties to the extent specified in these License Terms and to the extent to which the Licensee

disclosed them or to the extent to which the personal data was disclosed by persons on the

Licensee’s part.

9. Restrictions and Prohibitions

9.1 Licensee shall not be entitled to decompile, decrypt, disassemble, reverse engineer or attempt

to derive the source code of any part of MetriQ. The structure, layout and computer code of

MetriQ (as well as its parts) represent confidential and classified information and are subject

to copyright protection. The Licensee is also obliged to maintain confidentiality concerning

the technical solution (e.g. user interface, features) of MetriQ and its individual parts, which is

also considered confidential information.

9.2 The Licensee and any of the Users shall not be entitled to:

a) remove, overlay, or modify any copyright, trademark, or other proprietary or intellectual

property notices that may be displayed in MetriQ,

b) access MetriQ in a manner that represents an attempt to copy, extract or reuse any part of

the data or parts of MetriQ, outside the use of official MetriQ features, or in a manner

contrary to these License Terms,

c) access MetriQ in a different way than using the assigned username and password (e.g. by

trying to break the security measures, hacking, etc.),

d) circumvent the technical limitations of MetriQ,

e) reproduce, modify or create derivative works from MetriQ (or parts thereof),

f) transfer or assign a license, grant a sub-license,

g) lease, lend, transfer, sell or redistribute access to MetriQ or any parts thereof,

h) use the provided rights of the Administrator, if any, contrary to the purpose of the

authorizations granted, contrary to the scope of the authorizations granted or contrary to

the provisions of the License Agreement or these License Terms or contrary to other

special agreements with HOLLEN,

i) use MetriQ in violation of the terms of use under these License Terms, in particular use

MetriQ to transmit computer viruses, worms, Trojan horses or other malware,

j) use MetriQ in violation of generally binding legal regulations.

9.3 HOLLEN shall not be liable for the User disclosing their access data to a third party and the

above shall not, in any way, represent an aggravating circumstance for HOLLEN.

9.4 Access to MetriQ is provided “as is” or “as available”. HOLLEN shall not be liable for the

impossibility, if any, or only limited possibility of using MetriQ, nor will it be liable for errors

in MetriQ.

9.5 The Licensee has the option to report errors in MetriQ in a manner consistent with Section 11

of the License Terms.

9.6 HOLLEN shall not be liable for any damage or loss resulting from the use (including misuse),

interruption (including downtimes, network attacks, system maintenance, etc.), suspension or

termination of the use of MetriQ, including the procedure under Clause 6.5 of the License

Terms. In particular, HOLLEN shall not be liable for any consequences of any decisions

taken by the Licensee based on an incorrect or incomplete interpretation of the data available

in MetriQ.

10. Specific Obligations in Relation to Service Agreements

10.1 In the event of a downtime, the data on the Task shall be collected in paper form or in a

different manner agreed by the Parties and subsequently entered into the MetriQ system by

HOLLEN without any undue delay after the downtime has been eliminated.

11. Reporting Faults and Downtimes

11.1 The Licensee is obliged to notify HOLLEN immediately of any fault or MQV downtime at

metriq@hollen.sk or to notify the Technician who will convey the information to HOLLENs

IT department.

11.2 HOLLEN removes faults from MetriQ on an ongoing basis, with HOLLEN itself setting its

own deadlines for removal of the faults, taking into account the severity of the fault. The

removal of faults is performed by deploying a MetriQ update, while the time and method of

deploying the MetriQ update is solely in HOLLEN’s own discretion. Downtime, if arising on

the part of HOLLEN, is eliminated by HOLLEN without any undue delay after detection.

11.3 Any reporting of faults or deficiencies, or suggestions for improvement of MetriQ, shall be

sent by the Licensee to the Technician.

12. License Termination

12.1 In addition to the manners of License termination specified directly in the License Agreement,

the License shall also terminate upon termination of the License Agreement by HOLLEN in

the event of a breach of these License Terms by the Licensee or a User. The termination shall

then take effect upon its delivery to the Licensee.

12.2 The License shall terminate in cases other than under the Clause 12.1 of the License Terms

only upon the revocation of access by HOLLEN to the Licensee or individual Users, whereas

HOLLEN shall be entitled to revoke such access not earlier than after the expiration of the

time for which the License was granted under Clause 3.2.2 of the License Terms; during the

period from the expiration of the term for which the License was granted under Clause 3.2.2

of the License Terms until the revocation of access under this Clause, the License shall be

deemed to be automatically renewed.

12.2.1 For the avoidance of doubt, it is hereby stated that if the license has been granted

several times or for several Tasks (in particular on the basis of several Order-based

License Agreements), the termination of the License for one Task does not affect the

rights to use MetriQ for other Tasks, i.e. the validity of the License within one Task

does not affect the validity of the License for another Task; this shall not apply to

the case under Clause 12.1 of these License Terms, where all Licenses granted shall

terminate, unless HOLLEN states otherwise in the notice of termination.

12.3 If the Licensee has entered into a Standalone License Agreement with HOLLEN, this shall

take precedence over any claims from partial mutually agreed Orders, i.e. the termination of

one Task does not entail the termination the License for this Task pursuant to Clause 12.2 of

the License Terms, however, the License to use MetriQ (for all Tasks of the Licensee,

including completed Tasks) expires only with the termination of the License Agreement.

12.4 After the termination of the License, the Licensee shall not be entitled to use the data

(including excerpts, transcripts and copies) in any other way than to defend its rights in legal

proceedings, if any, or in the event of transferring of the data to public authorities on the basis

of their legitimate request.

12.5 After the termination of the License, HOLLEN shall not be obliged to make the data available

to the Licensee in any way unless specifically agreed in writing; this shall be without

prejudice to the possible entitlement to data export provided this was specifically agreed in

the License Agreement.

12.6 Termination of the License shall not affect any claims for damages or other consideration that

arose during the term of the License or are causally connected to the term of the License.

13. Final Licensing Provisions

13.1 In the event of a breach of any obligation set out in these License Terms, Licensee shall be

liable for all damage thereby incurred directly or indirectly (e.g. a recourse claim) by

HOLLEN, regardless of whether such breach of obligation is eventually sanctioned by a

contractual penalty.

13.2 The Licensee shall be liable for the actions of all persons who use MetriQ on its part (in

particular the Users), as well as for the actions of all persons to whom it has made possible,

either itself or through the Users, to use MetriQ, as if the Licensee was acting alone.

13.3 The Licensee acknowledges that the provisions of these License Terms shall be without

prejudice to any other legal obligations arising from the use of MetriQ (in particular the

Copyright Act).

13.4 Regarding confidentiality, the relevant provisions of the License Agreement, the Service

Agreement as well as the relevant provisions of legal regulations shall apply.

13.4.1 The confidentiality obligation does not apply to the provision of the necessary

information to suppliers of technical solutions implemented in MetriQ, who may

need access to data due to maintenance, repairs, upgrades, removal of faults or

downtime.

13.4.2 Disclosure of data or other data in accordance with these License Terms shall not

constitute a breach of confidentiality.

13.4.3 Disclosing the data or other information to parties under Clause 5.5f) of the License

Terms shall not constitute a breach of confidentiality.

13.5 The provisions of the Service Agreement shall apply to the serving of documents.

13.6 In the event of a conflict between the provisions of these License Terms and the provisions of

the License Agreement, Agreement for Electronic Communications or Service Agreement,

the provisions shall take precedence in the following order:

a) for provisions relating to License Terms (the right to use MetriQ): 1. provisions of the

License Agreement (including these License Terms), 2. provisions of the Agreement for

Electronic Communication, 3. provisions of the Service Agreement,

b) for provisions relating to electronic communication (including the exchange and

confirmation of electronic documents): 1. provisions of the Agreement for Electronic

Communication, 2. provisions of the Licence Agreement (including these Licence

Terms), 3. provisions of the Service Agreement,

c) for other provisions relating to the performance of the Task: 1. provisions of the Service

Agreement, 2. provisions of the Agreement for Electronic Communication, 3. provisions

of the License Agreement (including these License Terms).

If any single of the above agreements has not been entered into, its ranking in the order of

precedence shall be disregarded.

13.7 Should any provisions of these License Terms be valid only in part or should they later

become null and void, this shall be without prejudice to the validity of the remaining

provisions. Instead of the null and void provisions, the regulation that reflects as closely as

possible the intent and purpose of these License Terms shall be used.

13.8 In the event that it is the User confirming their acknowledgement of these License Terms

directly (in particular by clicking on the above option within the MetriQ web interface after

logging in), while they do not have the role of a Licensee, said User undertakes to comply

with these License Terms to the extent that they apply to their User role (i.e. Account Holder,

Administrator) through said acknowledgement expressed in the above manner.

14. The Governing Law and Jurisdiction with Respect to the License Terms

14.1 In the event of a conflict of two laws, the applicable law is the law of the Slovak Republic.

14.2 The courts of the Slovak Republic shall have jurisdiction to settle disputes arising under these License Terms.

General Terms and Conditions of HOLLEN Hungária Kft

Hungary

valid from 01.01.2025

Article 1

Introductory provisions

1.1 These General Terms and Conditions (hereinafter: “GTC”) govern the Service Provider,

HOLLEN Hungária Kft. (registered office: 9028 Győr, Fehérvári út 75., company

registration number: Cg.08-09-026396, tax number: 24956417-2-08,) and the Customer ( the

organization that orders the services specified in Article 3 of these GTC from the Service

Provider, unless the Service Provider and the Customer conclude an individual contract for

the provision of services, in which the application of these GTC is excluded).

Article 2

Definitions

2.1 Service Provider – a legal entity defined in Section 1.1 that provides services based on these

GTC (i.e. HOLLEN Hungária Kft.)

2.2 Customer – the legal entity that orders services from the Service Provider on the basis of

these GTC.

2.3 Final Customer – the legal entity to which the parts related to the provision of services

under these GTC are the holder; the Customer and the Customer may be the same person.

2.4 Component – a part, part, commodity, semi-finished product, material or any combination

thereof to which the services provided under these GTC apply.

2.5 Order – a document by which the Customer orders the performance of a specific task, which

is drawn up, delivered and signed in accordance with Article 4 of these GTC. With the

acceptance of the Order by the Service Provider in accordance with Section 4 of these GTC, a

contractual relationship is established between the Service Provider and the Customer.

2.6 Order – a service or set of services under these GTC that are related to parts and are provided

on the basis of a specific order.

2.7 The person responsible for the workflow – on the side of the client, a responsible person

(usually an employee responsible for quality) who is designated in the order for the given

task, or a person who is entrusted with such powers pursuant to clause 10.4 of these GTC and

its subsections; At the discretion of the Customer, this person may be the representative of the

Final Customer (or another third party). In such a case, the actions of this person are directly

binding on the Customer in accordance with these GTC.

2.8 The person authorized to sign the timesheet – the person designated by the Customer for

this position in the Order or a person assigned such authority pursuant to clause 10.5 of these

GTC; At the discretion of the Client, this person may also be the representative of the Final

Customer (or another third party). In such a case, the actions of this person are directly

binding on the Customer in accordance with these GTC.

2.9 Service Provider’s staff – employees or other contributors (natural persons – contractors,

legal entities) or subcontractors of the Service Provider who provide the services under these

GTC to the Customer on behalf of the Service Provider; these are, in particular, operators,

technicians, residents, coordinators.

2.9.1 Technician – the responsible person of the contractor who is designated in the order

for the given task. A technician is a technician’s immediate superior or, where

possible, a person who is obviously replacing the technician in that position or takes

up employment in his absence.

2.10 Workflow – a key operational written document, which contains, in particular, a detailed

description of each step that is performed on the components that are the subject of order

execution.

2.11 Report – a series of data related to a specific order prepared by the contractor for the

customer or End Customer for a specific period of time. The report mainly contains

information about the time spent (the time required to execute the order in a certain period)

and certain information about parts related to the order. With the help of reports, order

fulfillment or special indicators directly related to order fulfillment (e.g. administration,

downtime, logistics – including number of pallets, transport, number of freight, time spent on

logistics operations) can be continuously monitored.

2.12 Worksheet – a document confirming the type and scope of services provided, which is the

basis for billing.

2.13 8D report – a common and usual method used in the automotive industry to improve the

quality of processes and solve various problems in order to identify, correct and eliminate the

recurrence of the problem, useful for improving the quality of products, production and

services; introduce temporary or permanent corrective measures based on statistical analysis

of the problem and focus on the origin of the problem.

2.14 MetriQ – the Service Provider’s electronic application, which is used for digitalization in the

workplace and focuses primarily on the digital collection, dissemination and presentation of

data on individual orders, as well as the electronic sharing of documents relevant to the

contract. MetriQ is a cloud-based solution, computer program and copyright. Customer has

the right to use this system after concluding the relevant licensing agreement. Customer may

use MetriQ to the extent and in the manner specified in Article 16 of these GTC.

2.14.1 A separate licensing agreement is a separate agreement, also called a “licensing

agreement”, independent of specific performance of tasks, concluded between the

Provider and the Customer in the form of a separate document.

2.14.2 A Purchase Warrant-Based License Agreement is a License Agreement, distinct

from a separate License Agreement, based on an Order (which includes Customer’s

explicit interest in using MetriQ for a particular Order) and Provider’s provision of

access to MetriQ.

2.15 EKM – an agreement between the Customer and the Service Provider on electronic

communication, on the basis of which the parties mutually exchange and approve documents

in electronic format among themselves. The conclusion of the EKM is not a condition for the

services provided by the Service Provider.

2.16 Standard working days for the application of these GTC are the period between 8:00 and

16:00 on working days (determined according to the place of execution of the order). If these

GTC specify a deadline or period within a normal working day, the deadline/period ends after

the final date specified in the previous sentence, The flow of the deadline is suspended at the

end of the standard working day and starts flowing again only at the beginning of the next

working day.

Article 3

Service

3.1 The services provided in accordance with these GTC are, in particular:

a) services in the field of quality assurance of production and/or processes, including, in

particular, inspection of parts connected with sorting activities and possible repair work,

further modifications, finishing and assembly services,

b) other services related to component quality assurance, production support services,

workshops, logistics and assistance services

(“Services”).

3.2 The specific type and scope of services provided is specified in the contract/order.

Article 4

Order services

4.1 The services provided under these GTC are provided on the basis of a separate contract or a

separate, mutually accepted order, while in the case of an order, the contractual relationship

between the Service Provider and the Customer is established upon acceptance by the Service

Provider of the order issued by the Customer on the basis of these GTC. These GTC are also

part of the contractual relationship established on the basis of the previous sentence.

4.2 The order must be recorded in writing, in paper or electronic form, and delivered:

a) electronically, in particular: i) by e-mail, accompanied by a scanned copy of the paper

copy of the order or an electronic file with an electronic signature enabling the clear and

unambiguous identification of the person acting on behalf of the Customer, ii/ via

MetriQ, if there is an ECM signed between the Customer and the Service Provider,

b) in person.

4.2.1 The order must include:

a) identification of the part or components which are the subject of the contract,

b) definition, scope and description of the services ordered, including identification

of relevant measurable units (e.g. quantity, time) related to the services ordered,

if possible for that service,

c) determining the place of performance of the contract (clause 6.1 of these GTC),

d) determining when a task starts,

e) designation of a specific technician for a specific task,

f) determination of remuneration for the services ordered,

g) surname, surname, e-mail address (and, if applicable, position) of the person

signing the Order on behalf of the Customer, in which, unless the e-mail address

is indicated separately in the Order, the e-mail address from which the Order was

delivered to the Service Provider qualifies as the e-mail address under this

clause,

h) A declaration by the Contracting Parties that these GTC form part of the

contractual relationship established on the basis of the accepted order.

4.2.2 The order may also include:

a) determination of the expected date of provision of services,

b) designation of the person authorised to sign the timesheet;

c) designation of the person responsible for the workflow;

d) appointing a person in the Client’s finance department who is the contact person

for financial matters (including payment of invoices),

e) the requirement for the bailiff to make certain assets available (clause 5.7 of

these GTC),

f) the requirement for the form and submission of reports (clause 9.1.1 of these

GTC),

g) Workflow (clause 5.1 of these GTC),

h) definition of flat-rate remuneration and the range of services covered,

i) determination of the special types of costs to be reimbursed by the Customer to

the Service Provider (Section 11.4 of these GTC),

j) Order number

k) request that a paper invoice be sent,

l) the person/e-mail address to which the electronic invoice is to be delivered or the

address to which the paper invoice is to be delivered (clause 12.3.1 of these

GTC),

m) the address of the establishment, which, for the purposes of the contract, shall

mean the operation of the contracting authority to which the contract relates,

n) any other arrangements.

4.2.3 The order (or its annex) may name several job managers, but the mutual sharing of

their individual competencies arising from these GTC may also be determined (e.g.

the right to sign the workflow and its amendments, the right to act in the complaint

procedure, etc.).

4.3 For orders, we prefer order forms created by the Service Provider. The order form is pre-filled

by the Service Provider based on the information and documents provided by the Customer

and then sent to the Customer. After supplementing/correcting the missing/erroneous data, the

Customer sends a signed binding order to the Service Provider. For the conclusion of the

contractual relationship, it is necessary that the Service Provider subsequently accepts the

order with the signature of the Service Provider’s authorized representative (Section 10.1 of

these GTC). The accepted order (as a contract) becomes binding on both parties only if the

order accepted by the Service Provider (i.e. signed by both parties) is properly delivered to the

Customer in accordance with clause 4.5 of these GTC.

4.3.1 In the event of the conclusion of the EKM, orders can also be concluded in

accordance with its provisions, in particular via MetriQ.

4.4 The Customer’s Order shall be deemed to have been duly delivered to the Service Provider if

it is delivered:

a) on paper into the hands of the authorized person of the Service Provider (Section 10.1 of

these GTC),

b) sent and delivered by e-mail i/ to the technician’s e-mail address indicated on the pre-

filled order form ( 4.3 point or ii/ to the same email address of the Service Provider from

which the pre-filled order form (clause 4.3 of these GTC) was sent,

c) where an ECM has been established between the Parties, also in the manner specified

therein.

4.5 An order accepted by the Service Provider is considered to have been properly delivered if it

delivers:

a) in paper form into the hands of any authorised contact person on the client’s side,

b) by e-mail sent on behalf of the Customer to the e-mail address of the Customer signing

the Order,

c) if an ECM has been concluded between the Parties, it shall also be concluded in the

manner specified therein.

4.6 The Service Provider is not obliged to accept the Customer’s binding order. In the event that

the binding order is not accepted and delivered to the Customer within 48 hours of delivery to

the Service Provider, the binding order loses its validity.

4.7 In the event that the Customer issues another order for the same service after entering into a

contractual relationship under the provisions of this article, it shall be considered as a non-

legally binding internal order issued exclusively for the internal needs of the Customer (e.g.

SAP, ERP), even if the Service Provider confirms the order, i.e. such subsequent order does

not change or replace the original contractual relationship, and is exclusively an internal

document of the Customer (e.g. for billing purposes). This does not apply to the express

cancellation or explicit modification of the original order when the cancellation or

modification of the order is clearly and unquestionably directly indicated in the subsequent

order, referring to the original order to be cancelled/modified, or to the entire original order

determined by a specific date (therefore, the general provision that a new order is an all

previous agreements is not sufficient to cancel a previous order or any similar provision).

4.8 The modification of the order may be made, in particular, by e-mail agreement of the

contracting parties on the content of the change (including the mutual consent of the new

work process) or by issuing a new order (the provisions of this article shall apply mutatis

mutandis), through the persons entitled to change the order in accordance with the provisions

of clause 10.2 of these GTC, 4.9 in accordance with the provisions of point (b). In the case of

a bound EKM, it is possible to change the order in the resulting way (in particular via

MetriQ).

4.9 The following conditions for the performance of the contract may be changed by mutual

consent by e-mail, without the need to approve a new order, or, in the case of concluded

ECM, also via MetriQ or in any other way specified therein:

a) the duration of the contract;

b) Definition, scope and description of the ordered services (these GTC 4.2.1 b) ), including

changes to the workflow (these GTC 4.2.2 g) ),

c) limiting the total volume/value of the contract, including upward lift (i.e. increase);

d) change/extension of the place of performance of the contract (these GTC 4.2.1 c) ),

e) modifying/introducing surcharges under these GTC, which were initially excluded.

4.9.1 In all cases, the change of order must be made in writing, in a demonstrable manner, the

content of the change must be agreed and agreed upon by authorized persons in accordance with

points 10.1 and 102 of these GTC.

4.9.2 The newly accepted conditions apply from the moment specified in the order. If this

date is not specified in the Order, then from its acceptance by the Service Provider.

For existing services provided under the contract, the provisions of the previous

order shall apply, unless otherwise specified in the new order.

4.10 If the following sections refer to an order, it means an accepted order under the provisions of

this section, which establishes a contractual relationship between the Service Provider and the

Customer, or a separate contract that was not concluded in the form of an order concluded by

mutual agreement, but as a separate document, and in which the application of these GTC was

agreed.

Article 5

Task completion

5.1 The workflow must include a detailed description of how each task is performed, which must

be signed by both the technician and the person responsible for the workflow, if the workflow

is not already an annex to the order.

5.2 Based on the workflow, the responsible employee of the contractor (in particular, the

technician) coordinates the fulfillment of the task.

5.3 Any changes to the workflow must be made in writing, demonstrably, i/ by supplementing the

workflow or ii/ creating an updated full version of the workflow. The change according to the

previous sentence must be approved by the technician on behalf of the Service Provider and

by the person responsible for the workflow or the person signing the order on behalf of the

customer. The Appendix or the updated version in accordance with the first sentence shall

contain a description of the change and the exact date or similar information (e.g. part

number) on the date of adoption or entry into force of the amendment.

5.4 In order to properly perform the task, the Service Provider undertakes to provide a sufficient

number of employees (with the skills, knowledge, performance and skills required for the

given Task) to perform the Task.

5.5 In matters related to the performance of the task, the Technician is the responsible person on

behalf of the Service Provider, in particular:

a) responsible for the performance and execution of the task,

b) participates in the elaboration of the work process and signs it on behalf of the Service

Provider (including its amendments), unless otherwise specified in these GTC,

c) prepare timesheets and partial reports,

d) within the framework of ensuring the quality of the services provided and the complaint

procedure, carry out activities in accordance with Article 13 of these GTC,

e) the Service Provider’s contact person who receives suggestions, comments or

requirements related to the Contract; be informed without delay of organisational

changes in the performance of the contract or of obstacles to its proper and timely

performance,

f) If necessary, he will contact the person responsible for the work process, but in particular

to request the necessary cooperation.

5.6 Unless otherwise agreed between the Customer and the Service Provider, the Service Provider

shall provide the basic aids, equipment, tools and working materials (e.g. markers, stickers,

identification labels, pens, paper, prints, tapes and other consumables) and articles to ensure

health and safety at work in normal use and consumption (hereinafter collectively referred to

as “essential work equipment”).

5.7 The Service Provider and the Customer may agree that the Service Provider will also provide

(usually for a separate fee) other work tools or tools, such as work tables, lighting, knitting

tools, etc. (hereinafter referred to as “above-standard aids”); Otherwise, they are provided by

the customer. The relevant agreement specifying the aid in excess of the standard to be

granted by the contractor must be indicated in the customer or subsequently recorded in

writing in a demonstrable manner.

5.8 If the Customer insists on the use of special aids (especially equipment, materials, special

chemicals) above the standard, which it provides to the Service Provider itself or through a

third party (but on the instructions of the Customer), it is obliged to inform the Service

Provider accordingly about their use, including the provision of the appropriate instructions

for use in Hungarian, and about this instruction, as well as on the Service Provider’s side

prepare a written report on the provision of appropriate instructions signed by a person in

these GTC 10.1 otherwise it is assumed that no instruction was given. In addition, for

chemicals, the sponsor is responsible for their proper and correct labelling (including

composition) in order to reduce the risk of personal injury from improper handling of

chemicals.

Article 6

Place of execution of the order

6.1 The services under these GTC are primarily provided at the premises of the Customer or the

Final Customer or the Service Provider. The exact place of execution of the order must be

specified in the order.

6.2 The customer must provide an appropriate place for the provision of services (in particular the

place of performance of the contract) and activities related to the provision of services (e.g.

import and removal of materials) and adequate equipment for the efficient provision of

services. The Customer is responsible for ensuring that these places comply with all

requirements set out in the relevant legislation, in particular those relating to occupational

health and safety and fire protection. This also applies if it is a plant (section 4.2.2 m) of these

GTC).

6.3 The Customer is obliged to provide the Service Provider’s employees performing the

respective Agreement with access to the place of execution of the Order, if it is located with

the Customer, the Customer or a third party, and is obliged to provide them with all necessary

means (or otherwise provide) them (identification cards, chips, labels, etc.).

6.4 The 6.2 and 6.3 shall not apply if the Service Provider provides services at its own premises.

Article 7

Order execution time

7.1 The Service Provider undertakes to ensure the commencement of the performance of the

Contract at the time agreed in the Order, otherwise at the usual time, taking into account the

place and availability of the performance of the task.

7.1.1 The commencement of the performance of the Agreement by the Service Provider is

the performance of all necessary contributions by the Customer pursuant to Article 8

of these GTC.

7.2 The number of the duration of the provision of services is recorded continuously in one or

more reports by number of hours and is also recorded in the timesheet. If the order is issued in

such a way that the subject of invoicing is not the number of hours of provision of services,

but pieces or other units of measurement, the number of pieces or other units of measurement

is included in the reports/timesheets instead of the number of hours.

7.3 The duration of the performance of the service must also be recorded in the report and include

the time spent on the following (Section 9.1 of these GTC):

a) handling and logistical transfer of materials,

b) packaging and related organisational tasks (e.g. ensuring compliance with the correct

packaging procedure required by packaging regulations),

c) familiarizing the Service Provider’s technician and other staff with the internal

regulations of the place of execution of the Order and their possible changes,

d) downtime not caused by the Service Provider or its employees,

e) a period corresponding to the length of statutory breaks at work (e.g. lunch break);

f) organisational time to support the performance of tasks (including meetings by the

customer, customer or third parties such as logistics companies with relevant persons for

the purpose of fulfilling the order, the time required by the contractor to comment or

prepare the work process, or to modify it or replace it with a new workflow),

g) preparation of reports (including informative reports), summaries and final

documentation of the contract,

h) providing the necessary photographic documentation (e.g. to capture the quality of the

parts checked).

7.1.1 If only timesheets are prepared for a particular order (clause 9.2 of these GTC)

without drawing up a report (clause 9.1 of these GTC), clause 7.3 of these GTC shall

apply accordingly to timesheets.

Article 8

Customer cooperation

8.1 The Customer is obliged to provide the Service Provider with all necessary cooperation in

connection with the performance of the Agreement, in particular:

a) the provision of all technical information necessary for the proper provision of services,

b) the provision of, or the provision of, access to, components which are the subject of the

provision of services,

c) providing the necessary additional instructions and defining the requirements for the task

at hand;

d) providing work tools, tools and other equipment that are not provided by the Service

Provider,

e) continuous monitoring of reports and reporting of irregularities contained therein (as

specified in clause; clause 9.1 and sub-clauses of these GTC),

f) to ensure further cooperation arising from the provisions of these GTC (eg. 5.1 , 6.2 , 7.2 ,

13.5 points),

g) to provide any other necessary cooperation, in particular that requested.

8.2 In the event that the Customer fails to provide the Service Provider with the cooperation

required under the previous point, the Service Provider is entitled to suspend the provision of

the service.

8.3 In the event that the provision of the service is interrupted because the Customer does not

provide the necessary cooperation, the Provider shall not delay the provision of the service

until the Customer’s contribution is not made and the Provider shall not be liable for damages

causally related to such interruption; In this case, the time of interruption of the provision of

services is not considered to be a shutdown due to the fault of the Service Provider’s

employees in accordance with Section 7.3 d) of these GTC.

8.4 The provisions of this Article shall apply mutatis mutandis to the Final Customer (or any

other third party) if the contract is performed at the premises of the Final Customer or with

parts available to the Final Customer (or another third party). In such cases, the Customer

shall ensure the cooperation of the Final Customer (or other third party) to the same extent as

implied by the provisions of this Article, and the Customer shall be liable for any failure by

the Final Customer to cooperate as if it had not cooperated itself.

8.5 Where the task concerns a component that is considered a safety component or a component

with special characteristics (e.g. safety features) in the automotive industry, it must be

included (a) in the order, (b) in the process of work or (c) in another written document such as

D/TLD or ESD (hereinafter referred to as “safety part””) should be marked as such”). The

Service Provider must be demonstrably informed that it must handle the safety component. In

the event that the Customer does not properly inform the Service Provider of this fact in the

manner specified in this clause, the component does not qualify as such a safety component

for the purposes of the Agreement (regardless of its actual nature) and the Service Provider is

not liable for the consequences arising therefrom (e.g. improper handling or storage and

resulting damages), and the Customer shall not have any claims against the Service Provider

arising out of or related to this, that it was actually a safety component. Even with such

safety components, the customer’s liability extends only to compliance with the Work

Process.

Article 9

Reports, worksheet

9.1 Reports

The Service Provider (usually through a technician, coordinator or administrative worker)

prepares one or more reports during the execution of the order. Unless otherwise agreed, the

reports do not contain data on the specific persons involved in the performance of the task by

the Provider or on the specific dates on which these persons participated in the fulfillment.

The report may be partially anonymized by the Service Provider to prevent possible misuse of

data.

9.1.1 Reports are generated for a certain period of time (usually a day or a week). The

Service Provider guarantees that, at the request of the Customer, it can prepare

reports on a daily, weekly, bi-weekly or monthly basis and make them available to

the Customer;  These provisions are without prejudice to point 9.1.3.

9.1.2 The Service Provider and the Customer may agree on the schedule for the

preparation and publication of reports at any time. Such an agreement shall not

require any modification of the order, even if a schedule has been set therein, unless

such change entails an increase in the fee in accordance with 9.1.3 in accordance

with the provisions of point (b).

9.1.3 If the Order does not contain provisions on customer access to reports and the

Customer requests access to them (i.e. only after the Order has been accepted by the

Service Provider), the Service Provider may demand an increase in the fee for the

services provided. Until the fee change is agreed, the Service Provider is not obliged

to provide the reports to the Customer. The same applies to a request to increase the

schedule established in the order, which may entail an increase in fees for services

provided. A request to reduce the schedule does not affect the charge.

9.1.4 If the Order or the subsequent agreement between the Customer and the Service

Provider does not contain provisions on the frequency of preparation and provision

of reports, the Service Provider is not obliged to prepare a report at all. However, if it

makes them available and accessible, it determines the timing for their production

and access.

9.1.5 The Service Provider may provide reports more frequently than agreed.

9.1.6 The Reports shall be made available by the Service Provider to the persons of the

Customer indicated in the Order or in any other written document prepared by the

Customer and demonstrably provided to the Service Provider. The reports shall

always be accessible to the person authorised to sign the timesheet. If the order is

executed at the customer’s premises or in the customer’s or customer’s logistics or

external warehouses, the reports will also be made available by the Service Provider

to persons concerned by the Customer. The reports can be accessed via MetriQ if a

license agreement has been concluded (Article 16 of these GTC), otherwise by email.

Following a demonstrable written agreement between the Customer and the Service

Provider, reports may be made available in other ways (e.g. in the internal system of

the Customer/Customer).

9.1.7 The Customer is obliged to ensure that all persons referred to in clause 9.1.6 who are

under the direct control of the Customer in accordance with clause 10.6 of the GTC

or persons contracted by the Client in connection with the task:

a) monitor every working day the appropriate communication channel through

which reports are available (in particular, MetriQ, if a license agreement has

been concluded pursuant to Article 16 of these GTC, otherwise by e-mail),

a) object if the report is not submitted no later than the next working day on which

the report should have been received by the Client according to the agreement

( 9.1.1 and 9.1.2 points) or as defined ( 9.1.4 sub section).

9.1.8 If the person does not monitor the communication channel referred to in point 9.1.6

on a given day, the Client shall be solely responsible for this circumstance, who may

not therefore claim that he or she did not become aware of the report in question or

did not receive it in due time, and this fact does not affect the calculation of the

deadline under that clause in 9.1.10 Article II.

9.1.9 The reports shall be made available via email or MetriQ if a license agreement has

been concluded (Article 16 of these GTC). The report shall be deemed to have been

provided:

a) in the case of sending by e-mail, on the day of sending, if sent on a normal

working day, otherwise on the following working day,

a) in the event that it is available in MetriQ on the day of upload to the system, if it

was uploaded on a normal working day, otherwise on the next business day.

9.1.10 If the Customer considers that the Report contains errors, the Customer is obliged to

complain to the Service Provider (preferably a technician) no later than 3 working

days after making it available to the 9.1.8 in accordance with the provisions of point

(b)). The following persons may object to errors reported by:

a) the person authorized to sign the timesheet (these GTC 10.5 sub section).

Another person has this right only if it is impossible or unable for the person

authorised to sign the timesheet to object or is unable to do so (e.g. illness,

injury, leave).

a) that a) Regardless of the provisions of section II, the person who is entitled to

change the Order is always entitled to do so (these GTC 10.2 point),

The Report may be objected to by electronic message (e-mail), in person, on paper or

via MetriQ, provided that the Customer has concluded a license agreement (Article

16 of these GTC).

9.1.11 A report to which no objections have been raised to the 9.1.10 , there is an

irrebuttable legal presumption that the data concerning the scope of services provided

therein (e.g. date of provision of the service, number of parts, number of pallets, etc.)

are correct and the report is deemed to have been approved (presumption of

approval). Therefore, objections received later will not be taken into account. This

principle applies mainly because it is factually impossible or extremely difficult to

trace retrospectively the scope of services provided over a longer period of time than

is the case in point 9.1.10 of this article.

9.1.12 If an objection has been raised against the report in accordance with Section 9.1.10,

the Service Provider and the Customer are obliged to resolve the Customer’s

objection no later than 24 hours from the acknowledgement of receipt of the

objection to the Service Provider ( 9.1.13 clause), otherwise the Service Provider has

the right to suspend the provision of all services (including services not related to the

given task) that it provides to the Customer until the dispute is resolved, as the

correctness of the performance of the services provided by the Provider is

questioned. If no agreement is reached within 7 calendar days, both parties have the

right to terminate the order; This also applies to other tasks.

9.1.13 In case of an objectionable report, the technician is obliged to confirm receipt of the

objection to the addressee no later than 2 hours (normal working days), otherwise the

person sending the objection is obliged to contact the competent branch responsible

for the order, either on the phone number provided as a hotline or at his general e-

mail address, the contact details of the branches are the

https://www.hollen.sk/kontakty/ website. The branch office shall confirm receipt of

the objection or ensure its confirmation by the technician or his immediate superior.

9.1.14 If the Provider fully and properly incorporates all the Customer's comments into the

report, with repeated preparation and republication to the Customer ( 9.1.9 point 9.1.9

of this Article), the report shall also be deemed approved. Therefore, the Customer is

obliged to object to all defects simultaneously in accordance with clause 9.1.10.

9.1.15 The Service Provider may also prepare information reports. If reports are explicitly

marked as “indicative”, they have an informational function only and are therefore

not subject to the provisions of point 9.1 of this Article. The indication “informative”

is sufficient as an indication, e.g. in the body or subject of the email through which

the report was sent, or, in the case of MetriQ, as a separate note for the specific

document published in MetriQ.

9.2 Worksheet

The technician creates a worksheet about the services provided.

9.2.1 The worksheet must contain the number of hours of service provided by all

employees of the Service Provider or the number of other measurable units of service

provision, if they are included in the order ( 4.2.1 b) point) and comply with approved

reports. The provision of the preceding sentence shall not apply where the parties

have agreed on flat-rate remuneration ( 4.2.2 h) sub section).

9.2.2 The worksheet can contain the following:

a) the list and quantity of components to be supplied and/or the type of services

provided;

a) indication of the number of defective parts detected and repaired parts,

a) the number of employees of the Service Provider providing services,

a) remuneration for services rendered;

a) other facts demonstrably agreed between the Service Provider and the Customer

(in particular, on the one hand, the technician or his immediate superior, and, on

the other hand, the person responsible for the work process, or the person

authorized to sign the timesheet, or the person signing the order on behalf of the

Customer).

9.2.3 The worksheet is created after the order has been fulfilled or after the expiration of a

comprehensive period (e.g. a week, a 2-week period, or a month), especially if the

order takes longer than 14 days. The interval for the preparation of worksheets is

determined by the Service Provider, unless the interval has been agreed otherwise in

writing or in writing, in a demonstrable manner. Following a written, demonstrable

agreement between the customer and the service provider, the worksheet may be

issued at other mutually agreed times.

9.2.4 With regard to the publication of the worksheet, these GTC 9.1.6 – 9.1.9 shall apply

mutatis mutandis.

9.2.5 A worksheet certified by the person authorized to sign the worksheet ( 4.2.2 b) and

10.5 ) forms the basis for invoicing. The person on the client’s side, confirming the

worksheet, is obliged to indicate his first and last name when signing it, while the

signature may be electronic; if that person confirms the worksheet via MetriQ on the

basis of the concluded ECM, the provisions of the ECM shall apply to his

confirmation.

9.2.6 Data specified in the worksheet (e.g. duration of provision of services, number of

parts, number of work tasks, number of pallets) may be objected to only if these data

contradict approved reports ( 9.1.11 ) or the order itself.; Other objections to the data

in the worksheet shall not be taken into account.

9.2.7 Data on hourly rates on the worksheet may only be objected to if they conflict with

the order and these GTC; Other objections to hourly rates shall not be taken into

account. These provisions shall apply mutatis mutandis to objections to other

financial data (e.g. reimbursement of certain costs as specifically agreed).

9.2.8 Data in a worksheet cannot be objected to simply because they may not be consistent

with information reports ( 9.1.15 in accordance with the provisions of point (b)).

9.2.9 The provisions of paragraphs 9.19 to 9.1.14 shall apply mutatis mutandis to the

making available of the worksheet, to the approval of the worksheet by the person

authorised to sign it, or to objections to the worksheet, their treatment and

consequences.

Article 10

Eligible persons

10.1 Persons of the Service Provider entitled to sign orders and handle complaints:

a) the legal representative of the Service Provider,

b) the head of the Service Provider, if any,

c) the director of the branch of the service provider,

d) Technicians

each separately.

10.2 By signing the order, the person signing the order confirms that he is authorized to conclude

the contract on behalf of the Customer on the basis of the order. In addition to the person

mentioned in the first sentence, the following persons are always entitled to change the Order:

a) Legal representative of the Customer

b) the Client’s manager, if any,

c) a person representing or permanently replacing a person referred to in the first sentence

during his/her absence (e.g. sickness, leave);

d) the immediate superior of a person referred to in the first sentence or covered by (c),

e) any person who has such a right under the ECM.

If any of the aforementioned persons contacts the Provider to modify the order, it shall be

presumed that they meet any of the criteria set out in this clause and the Provider shall not be

obliged to expressly examine whether that person is exceeding his authority, if any.

10.3 The provisions of Section 10.2 shall apply mutatis mutandis to the person handling the

complaint on the Service Provider’s side.

10.4 In addition to the person designated by the Service Provider in the Order as responsible for

the work process, his immediate superior is also considered as such, as well as another person

who demonstrably replaced him in the said position or replaces him in his absence, as well as

a new person who was demonstrably subsequently notified to the Contractor by the previous

person responsible for the work process or the person who signed the order.

10.4.1 In the event that the Customer does not specify a specific responsible person for the

work process in the Order, the risks arising from this shall be fully borne by him,

whose primary interest (also with regard to other provisions of these GTC) is the

appointment of a qualified responsible person responsible for the work process, as

this person has special rights and obligations in the execution of the Order. If the

Customer does not designate such a person in the Order, the Customer shall be

deemed to agree that, in matters reserved for the person responsible for the work

process, all employees of the Customer (in particular an employee or collaborator) or

other third parties on the Customer’s side will act on behalf of the Customer if this

third party is active (e.g. cooperation) or passively (e.g. control, receipt of the result

of the contract). In such a case, the Service Provider is not obliged to examine

whether such an employee exceeds his authority. The conduct of such an employee

shall be binding on the Customer in its entirety, unless it is proved that the Provider

was clearly aware of the infringement and did not inform the Customer of this fact

without undue delay after the finding.

10.4.2 The Customer is entitled to notify the Service Provider at any time in a demonstrable

manner of the missing contact details of the person responsible for the work process

and any changes in these data. The notification must clearly indicate who made it on

behalf of the Customer.

10.5 The provisions of point 10.4 shall also apply to the person authorised to sign the worksheet.

10.5.1 The provisions of clauses 10.4.1 and 10.4.2 shall apply mutatis mutandis to the

person authorized to sign the worksheet, unless specified in the Order.

10.6 A person under the direct control of the Client shall always be considered:

a) employee of the client,

b) a contributor on the customer’s side, with whom the customer has a contractual

relationship and who participates in the execution of the Order,

c) Any person specified by the Customer in the Order, regardless of the actual position of

the person (i.e. even if such a person does not operate within the structures of the Client,

but acts e.g. within the structure of the Client), it is therefore the Customer’s free decision

which person to include as such in the Order.

Article 11

Remuneration for services rendered

11.1 The Customer undertakes to pay remuneration to the Service Provider for the services

provided in the amount specified in the Order, including any surcharges under these GTC,

unless otherwise agreed in the Order.

11.2 The VAT rate required by applicable legislation is added to the remuneration. The

remuneration will be invoiced in accordance with the order and these GTC.

11.3 If the order has agreed on remuneration to be based on the number of hours spent on the task,

a surcharge will be charged for the services rendered:

a) at night in 30%,

b) Saturday (00.00 – 24.00) 100%,

c) 100% on Sundays and other public holidays, e.g. public holidays (00:00 – 24:00).

The following periods are considered night from Monday to Friday: from 00:00 to 06:00 and

from 18:00 to 24:00.

The Service Provider is entitled to the surcharge according to this section even without a

separate agreement in the order. In the event that surcharges of different amounts are agreed

in the order or excluded, the provisions of the order shall apply. Where a period of time is

subject to several surcharges pursuant to point (a). a) – c) At this point (e.g. Saturday public

holiday), the surcharge is payable only once, at a higher rate.

11.4 In addition to the remuneration of the services provided, the Customer is obliged to reimburse

the Service Provider for all costs that the Service Provider and the Customer have

demonstrably agreed to pay in writing (in particular in the Order).

Article 12

Payment terms and penalties

12.1 The remuneration of the services provided is payable on the basis of invoices issued by the

Service Provider on the basis of orders and worksheets, usually:

a) after performance of the contract, or

b) in respect of services provided during the month concerned, after the end of that calendar

month, or

c) after the end of the calendar week, if the remuneration for services provided during that

calendar week exceeds EUR 5 000.

In all cases, the Service Provider is entitled to choose, within the framework of the relevant

mandatory legislation, when to issue the invoice, unless the billing date has been expressly

agreed in the order.

12.2 The invoice is due within 14 days of delivery to the customer, unless a longer due date is

specified in the invoice itself. If the due date of the invoice is earlier than the one specified in

this clause, the due date of the invoice specified in this clause shall prevail for the delay in

invoice payment by the Customer.

12.2.1 The due date of the invoice is not affected by the fact that in the customer’s internal

system or other internal processes the invoice in question has not been approved by

the Customer for payment (e.g. due to the absence of an internal order according to

this clause in accordance with 4.7 of these GTC). This is not changed by the fact that

the customer returned the invoice to the Service Provider for the reason mentioned in

the first sentence.

12.3 By sending the Order by the Customer to the Service Provider (Article 4 of these GTC), the

Customer consents to the issuance of an electronic invoice. However, the Service Provider is

entitled to send a paper invoice instead of an electronic invoice, especially if it does not have

a customer e-mail address required for the delivery of an electronic invoice.

12.3.1 The Service Provider shall send the invoice primarily to the person issuing the Order

on the Customer’s side, or to the person indicated by the Customer in the Order (in

particular to the person of the Customer’s financial department), or to another e-mail

address communicated to the Service Provider in writing, in a manner that can

subsequently be verified by the Customer. However, the invoice can always be sent

to the Customer’s general e-mail address that is available or that is listed on the

Client’s website, especially in cases where the addresses listed in the previous

sentence are returned as undelivered or the requested delivery notice is not returned.

12.3.2 If the Customer has provided the Service Provider with access to its internal

electronic system, into which invoices can also be uploaded, the Service Provider

shall send the invoices in this way if possible.

12.3.3 If an EKM is concluded between the Service Provider and the Customer, the invoice

can also be delivered in accordance with its provisions (e.g. via MetriQ).

12.3.4 The Service Provider is also entitled to comply with the Customer’s subsequent

request for the issuance of a paper invoice.

12.4 The invoice must meet all the requirements of the tax document, be issued in accordance with

the provisions of these GTC and be properly handed over to the customer.

12.5 The invoice must be accompanied by a copy of the relevant worksheet certifying the legality

of the billing.

12.6 If the Customer is in default with the payment of the invoice, the Customer shall pay the

Service Provider the relevant statutory late payment interest on the invoiced amount for each

day of delay commenced. This provision shall not affect other rights and claims arising in the

event of delay arising from generally binding legislation.

12.7 If the Customer is in default (even partially) with the payment of any invoice (including an

invoice for another Order), the Service Provider is entitled to suspend the provision of all

services (i.e. not related to the Order) and shall not be liable for any damages suffered by the

Customer or a third party as a result of the suspension of services. If the justified suspension

lasts more than 10 days, the Service Provider is entitled to terminate the order with immediate

effect.

Article 13

Quality guarantee and implied warranty

13.1 The Contractor has ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 Integrated

Management System certificates, which guarantee the quality of the services provided. The

Service Provider undertakes to provide its services with professional care and in guaranteed

quality in accordance with the above certificates.

13.2 In order to ensure the appropriate quality of the services, the Service Provider undertakes to

carry out continuous monitoring, and if it detects an obstacle on the part of the Customer, the

Customer or a third party (e.g. logistics warehouse) in achieving the appropriate quality of the

services provided, it shall immediately notify either the person responsible for the work

process or the person authorized to modify the order (10.2 of these GTC). If the Service

Provider communicates this verbally, it is obliged to record the relevant information

subsequently in MetriQ, if it has concluded a licensing agreement with the Customer pursuant

to Article 16 of these GTC, otherwise it is obliged to send it by e-mail to the person

responsible for the workflow or to the person authorized to modify the order (the 10.2 ),

provided that the contact details of the said person are included in the Order or have been

communicated by the Customer to the Service Provider in accordance with clause 10.4.2. If

there is doubt as to the quality of the services provided, this person shall immediately inform

the technician thereof. The Technician, after consulting and confirming with the person

responsible for the work process or the person authorized to change the order, any doubts

about the quality of the services provided (10.2 of these GTC), may, with the demonstrable

written consent of this person, order a re-inspection of the components related to the

elimination of the detected defects. This fact is recorded in writing by the technician, on the

one hand, and the person responsible for the work process or the person authorized to modify

the order, on the other (10.2 of these GTC). If the repeated inspection proves that the service

was provided incorrectly, the Service Provider shall not be entitled to remuneration for the

time of the repeated inspection. If the repeated inspection does not prove the defective

provision of services, the date of the service shall be considered to be the date of the repeated

inspection recorded on the worksheet, for which the Service Provider is entitled to

remuneration in an amount equal to the normal provision of services according to the relevant

order according to the provisions of these GTC.

13.3 In the event that after the provision of services, but at the latest during the first assembly of

parts into the given product, the first direct part of which is a component (e.g. larger

component, system component, module, integrated module, car, etc.), it is established that the

services were not provided in guaranteed quality, the Customer is obliged to identify in

writing, in a demonstrable manner, the defects (defects) of the services provided (hereinafter

referred to as “defects”)), the Customer shall notify the Provider without undue delay, but no

later than within 2 working days from the date on which the Customer became aware of the

deficiencies (hereinafter referred to as the “complaint”). Otherwise, upon expiry of the said

period, the Customer loses the right to enforce claims arising from liability for defects in the

services provided (hereinafter referred to as “implied warranty”). Notwithstanding the above,

the right to enforce the complaint or the implied warranty ceases no later than 6 months after

the provision of the service subject to the complaint. Failure to lodge a complaint under this

clause exempts the Service Provider from liability for any damage that could have been

avoided (at least theoretically) by making the complaint and handling it by the Service

Provider.

13.4 Regardless of the other provisions of these GTC, the Service Provider shall not be liable for

any deficiencies, delays or breach of contractual obligations resulting from:

a) improper or incorrect handling of the object of provision of the service (especially its

components) by a person other than the Provider after the provision of the service,

b) if the Service Provider has declared the object of the service or part thereof unfit for use

or does not comply with the conditions of the work process, and the Customer (or a

person on his side, e.g. the Final Customer) has nevertheless released the object of the

service (especially a part of it) for further use or further distribution,

c) errors, non-conformities according to the work process, which the Client has also

approved;

d) failure to identify a component as a safety component in accordance with clause 8.5 of

these GTC,

e) occurrence of force majeure circumstances. Force majeure shall mean (a) extraordinary

circumstances which the Contracting Party could not have foreseen and/or (b)

circumstances in respect of which the Contracting Party has made all reasonable efforts

to avert its consequences; and upon the occurrence of any of the above circumstances, the

Contracting Party shall not be late in performing its obligations in respect of which (even

in circumstances of force majeure) a situation has arisen in which it wishes to invoke

force majeure circumstances. Force majeure circumstances include, in particular (but not

limited to): war, invasion, acts of foreign enemies, acts of foreign hostility, civil war,

rebellion, revolutionary uprising of the population or other public disturbances,

consequences of military or conquering power, confiscation or nationalization, or seizure

or destruction by order or execution of state or other authorities, operation of any military

weapon by nuclear fission consequences or radioactive force, regardless of whether it

occurs in time of peace or war, accidents, natural disasters, long-term power outages,

crisis situation or other similar exceptional circumstances, including the failure of goods

necessary for the proper provision of services in the territory of the Republic of Hungary,

which the Service Provider is obliged to insure. Force majeure shall not be deemed to be

circumstances arising solely from the personal or financial circumstances of the

contractor or from business habits, including lack of skilled labour, non-performance by

third parties of contractual obligations of third parties, adverse economic situation of the

contractor.

13.5 The Customer is obliged to cooperate with the Service Provider to the extent necessary (in

particular, but not exclusively, to the extent requested by the Service Provider) during the

investigation of the complaint, in particular it is obliged to provide photographic

documentation, documents, communication protocols, data available to the Customer or the

Final Customer related to the complaint or the requested service or possibly relevant.

13.5.1 Any delay in fulfilling the customer’s obligation under clause 13.5 for more than five

days shall result in the termination of claims arising from the warranty based on the

complaint submitted.

13.6 The complaint shall be processed without undue delay following your request, at the latest

within 3 working days of the submission of the request, and shall be resolved as soon as

possible. The Service Provider undertakes to acknowledge or reject the complaint within 30

days of the submission of the complaint. The period during which the Service Provider is

unable to deal with the complaint due to the request for cooperation requested by the Service

Provider pursuant to Section 13.5 (i.e. the time elapsed from the request for cooperation to the

provision of cooperation) shall be extended by the deadline specified in the previous sentence

13.6.1 In the event of a legitimate complaint, the Customer has the right to a reasonable

discount on the fee invoiced for the Order. This shall only apply if the Service

Provider does not notify the Client within the deadline for acknowledging or

rejecting the complaint that it will ensure the elimination of the detected deficiencies

free of charge. The Service Provider has the right to choose how to resolve the

complaint. In the event that the Service Provider eliminates the detected defect free

of charge, the Customer is not entitled to an appropriate discount according to the

first sentence of this clause.

13.6.2 If the complaint is justified pursuant to Section 3.1a) of these GTC, the Service

Provider is entitled to request the Customer to provide the parts affected by the

defect again (unless the parts have already been installed in a verifiable manner in

the unit of which they are part), and the Customer is obliged to comply with this

request in such a way that the Service Provider is able to carry out a re-check and

remove the challenged defects without any additional fee in order to: to prevent

possible damage. The Customer is obliged to comply with this request. If the

Customer breaches this obligation, the Customer’s warranty rights giving rise to the

complaint shall cease; this provision does not affect the provisions of Section 14.4.1

of the GTC.

13.6.3 In exceptional cases, the Customer has the right to arrange for the defect to be

rectified by a third party at the expense of the Service Provider, provided that all of

the following conditions are met for reimbursement of such costs by the Service

Provider:

a) the Customer duly submitted a complaint on the basis of these GTC and the

Service Provider did not take advantage of the opportunity to correct the defect,

or did not settle the complaint within the deadline set out in these GTC or within

a period of time demonstrably concluded with the Service Provider in a separate

written agreement, or if the Service Provider has given its written and

demonstrable consent to the removal of the defect by another person,

b) in the case of a task concerning clause 3.1a) of these GTC, the Customer has

enabled the Service Provider to check the result of the task (in particular in the

form of repeated checks of the parts that are the subject of the Agreement; 13.2

or 13.6.2 point by) and the Service Provider has not provided adequate remedies

or has not taken advantage of the opportunity to carry out a re-inspection within

a reasonable time,

c) The repeated sorting/correction and/or other services to remedy the defect are

carried out by a third party to the same extent as the task to which the defect is

removed (in particular in terms of time, workflow and costs of remedying the

defect compared to the contract price) and the contractor has received the

appropriate documents proving a comparable length.

The Customer and the Service Provider may also agree in writing, in a demonstrable

manner, on the other conditions of reimbursement under this clause.

13.7 If the Customer normally uses 8D The Service Provider shall provide the Customer with an

8D report complying with 8D at the request of the Customer.

13.8 If a written record is drawn up on the method of complaint handling, it must be signed and

signed on behalf of the Customer by the authorized person of the Service Provider in

accordance with Section 10.1 or by the person specified in Section 10.2 of these GTC. The

Client has the right to indicate his comments or position in the written report.

13.9 The Contracting Parties may always agree on other ways of handling or resolving the

complaint in written minutes.

Article 14

Ownership of parts, liability and compensation

14.1 The Service Provider does not become the owner of the parts received for the purpose of

fulfilling the Order.

14.2 The Service Provider shall be liable for the culpable conduct of those employees of the

Service Provider who cause damage, loss or destruction of parts received from the Customer

(or the Final Customer) for the purpose of fulfilling the Order, if such actions occurred during

the execution of the Order. However, the Service Provider shall not be liable for such culpable

conduct if the damage, loss or destruction occurred independently of such culpable acts, or in

the case of an act by which the contractor’s employee averted an imminent danger that he did

not cause, or if the damage was caused in the necessary defense against an imminent or

ongoing attack. The Service Provider shall not be liable for damages in cases specified by law

(e.g. if the breach of obligation was caused by a circumstance excluding liability or if the

damage was caused by force majeure circumstances as defined in accordance with 13.4 e) of

these GTC).

14.3 In the event of damage for which the Service Provider is liable pursuant to 14.2 of these GTC,

the damage shall be paid by restoring the original condition or by monetary compensation, the

Service Provider shall have the right of choice.

14.4 Limits on compensation for damage payable by the Service Provider

14.4.1 The Service Provider shall be liable for damage caused by the Contractor due to

defects in the services provided (defective performance) if it has not been remedied

within the framework of resolving the complaint enforced by the Customer in

accordance with these GTC. If the Customer has not provided the Service Provider

with the spare parts for reinspection in accordance with the provisions of clause

13.6.2 of these GTC at the request of the Service Provider, it shall not be entitled to

compensation for damages incurred as a result of the unperformed inspection or for

damages that could have been avoided by such an inspection without a separate fee.

14.4.2 The Service Provider shall also be liable for damages caused to the Customer’s assets

in the course of its activities outside the scope of Article 14.4.1 of the GTC.

14.4.3 In cases where a claim for compensation arises, the Provider is obliged to submit a

claim for insurance services for the damage event to its insurance company.

14.4.4 The Service Provider shall compensate the damage in full, but not more than the

amount of the insurance service received by the Service Provider from the liability

insurance taken out by the Service Provider with its insurer or paid for by the Service

Provider’s Insurer, on condition that the insurance service is paid by the insurance

company. If the insurance company does not provide insurance services directly to

the Customer but to the Service Provider, the Service Provider shall transfer the

service thus received from the Service Provider’s insurer to the Customer within 15

days of receipt of the Insurance Service from the Insurer, if the Customer has

specified in writing, in a demonstrable manner, the account number to which the

claim is to be paid. The above does not apply to the amount of reimbursement paid

by the Service Provider to the Customer by mutual agreement prior to the payment of

performance by the Insurance Company.

14.4.5 If, for whatever reason, the Service Provider’s insurance company fails to pay the

insurance service resulting from the claim no later than 6 months after the

submission of the insurance claim, the Service Provider undertakes to reimburse the

Customer for compensation up to the value of the Contract to which the claim

relates. For contracts with a duration of more than 1 month, the contract value is

determined as the average of the contract values calculated from the last 6 months of

contract performance (invoiced amounts excluding VAT). However, if the contract

lasted more than 1 month but less than 6 months, the average is calculated from the

months of the contract term. The Customer and the Service Provider may agree in

writing, in a demonstrable manner, in another way. This does not affect the provision

set out in clause 14.4.4 of the GTC, i.e. if the insurance company of the Provider

pays the insurance service after fulfilling the first sentence of this clause, the

Customer is entitled to the difference between the amount of the insurance benefit

and the benefit received from the insurance service provided by the insurer pursuant

to the first sentence of this clause; If the customer received more than he is entitled to

(in particular, as a result of direct performance by the insurance company), he is

obliged to return the difference to the provider.

14.4.6 In the event that the Service Provider’s insurance company refuses to provide

insurance services for any reason (unless the Service Provider did not cooperate in

the investigation of the insured event), the amount payable specified in clause 14.4.5

of these GTC also qualifies as a compensation limit.

14.4.7 A prerequisite for claiming damages against the Service Provider is the provable

defect of the Service Provider. The Customer and the Service Provider undertake to

provide each other with all necessary cooperation (including the provision of the

necessary documentation) in order to settle the damages, but especially requested by

the other party, in order to ensure that i) the damage incurred can be claimed within

the framework of the Service Provider’s insurance, ii) the Service Provider’s liability

can be established without doubt. In the event of a breach of this obligation, any time

limits for compensation shall be extended by the duration of the delay. Similarly,

cooperation under this point shall be ensured in cases where measures need to be

taken to minimise injury.

14.4.8 The Provider always has the right to compensate for the damage by restoring it to its

original state. The Customer is not entitled to deny this right to the Service Provider,

otherwise the Service Provider’s liability for the damages caused ceases at the

moment of denial of this right.

14.4.9 If the Service Provider is not solely liable for the damage, but jointly with others

(shared liability), the Service Provider shall only be liable to the Customer for the

damage to the extent of its liability. The claim for damages is not justified if there is

reasonable and demonstrable doubt that the damage was caused by the Service

Provider.

14.4.10 Regardless of the other provisions of these GTC, only actual material damage will be

compensated, while the Customer shall not be entitled to claim grievance fees (e.g. in

case of damage to good reputation, goodwill, know-how, etc.) or to reimburse lost

profits, fines, penalties and interest for late payment against the Service Provider.

Furthermore, the Customer is not entitled to compensation for damage caused to

third parties that the Customer intends to pass on to the Service Provider in a

regressive manner.

14.4.11 The maximum amount of compensation for damage resulting from a single event

shall be EUR 100 000 (one hundred thousand euros), unless other provisions of this

Article provide for a lower maximum amount of compensation. The contracting

parties may agree otherwise in the order.

14.4.12 The provisions of Article 14 shall in no way affect clause 14.5 of these GTC.

14.4.13 The provisions of Article 14 shall apply mutatis mutandis to liability for damages

caused by breach of confidentiality in accordance with Article 15.5 et seq. of these

GTC.

14.5 If the Customer has not fulfilled any of the obligations set out in clause 5.8 of these GTC,

then:

a) notwithstanding the other provisions of this article, the Service Provider shall not be

liable for damages suffered by the Customer or third parties as a result of improper use of

non-standard aids,

b) The Customer shall be liable to the Service Provider for any damage suffered by the

Service Provider or its employees during the handling of non-standard aids that could

have been avoided by complying with clause 5.8 of these GTC. This does not apply if

this damage results exclusively from the breach of obligations of the Service Provider or

its employee and would have occurred even if the Customer had properly complied with

the provisions of clause 5.8 of these GTC.

Article 15

Production of documents, confidentiality and confidentiality

15.1 The other party will respond in the same or similar manner to any notice, request, request for

consent or any other communication sent by one of the contracting parties by email, paper or

via MetriQ (if Customer has entered into a license agreement pursuant to Article 16 of these

GTC) so that the content of the response can be clearly recorded. In the event of non-

compliance with the prescribed form of response, the burden of proof as to the content and

delivery of the reply shall be on the sender.

15.1.1 In the event that the Customer has concluded a License Agreement (Article 16 of

these GTC), the information contained in MetriQ becomes available by uploading it

to MetriQ, of which a corresponding log file is created in the system.

15.2 The content of an email is considered delivered if i) you manually acknowledge receipt or

reading, ii) you reply to the email being delivered by email with the original text of the email

in the message; Only an automatic reply without the addressee’s intervention does not

constitute a confirmation of delivery, except for a receipt sent by the recipient’s email

client/server to read the email.

15.3 In the case of service of documents between the Contracting Parties, the document shall be

deemed to have been served:

a) at the time of actual service on the other contracting party, the addressee,

b) on the day on which the period for receiving the item from the postal operator expires,

even if the addressee did not become aware of the postal notification,

c) date of the unsuccessful delivery attempt, if service was prevented by culpable act or

omission of the addressee (e.g. refusal to accept the consignment, lack of identification of

the addressee at his address)

d) calendar day following the provision of the electronic document in MetriQ, if the

Customer has concluded a license agreement (Article 16 of these GTC).

15.4 If an EKM is concluded between the Service Provider and the Customer, in the event of a

disagreement regarding delivery, the latter shall take precedence over the provisions of

clauses 15.2 and 15.3 of these GTC.

15.5 The Contracting Parties shall treat confidentially all confidential information and all facts that

come to their knowledge in connection with performance based on a contractual relationship

concluded under these GTC and which relate to the other Contracting Party if these facts are

of demonstrable economic importance for the other Contracting Party or other competitors on

the market.

15.5.1 Confidential information shall mean all facts and information which are the subject

of trade secrets and information clearly and demonstrably designated as confidential

by the other party. Without prejudice to the foregoing, confidential information shall

also mean any information which is not publicly available, technical, commercial or

otherwise, which has been designated as confidential by one Contracting Party or

which is treated as confidential (having regard to circumstances known to the other

Party at the time of publication), or any information the nature of which is

comprehensible to any person with ordinary knowledge. Confidential information

shall mean any technical, commercial or commercial information (including product

and similar designs, development plans, forecasts, analyses and strategies),

specifications, diagrams, training materials, formulae, sketches, models, samples,

procedures, ideas and inventions (even if not subject to special protection), data,

software or documentation in any form, whether recorded, provided materially or

orally, and information received from a person other than a party, for as long as that

person is obliged to treat it confidentially. Information about the conditions,

products, processes and performance of one or another contracting party, as well as

prices, surcharges and costs accepted in orders is also considered confidential

information.

15.5.2 In order to avoid disputes as to the nature of the information, a Contracting Party

which supplies the other Party with information which is confidential under the

provisions of this Article and it is not clear from the nature of the matter whether the

information is confidential shall clearly mark that information as confidential.

15.5.3 The Service Provider’s prices agreed with the Customer are always considered

confidential, even if they are not indicated separately.

15.6 The confidentiality obligation applies for the period of validity of the relevant contractual

relationship of which these GTC form part and for another 1 year after its termination; the

confidentiality obligation also passes to the legal successors of the contracting parties. A

Contracting Party may be released from this obligation only by written declaration by the

other Contracting Party.

15.7 The obligation of confidentiality shall not apply to facts which:

a) in connection with performance based on a contractual relationship concluded under

these GTC, they will be accessible or accessible to employees or third parties who, due to

their job title, functional position or role in the performance of the contract, need to know

this information,

b) they can be shown to come from third parties authorised to disseminate this information;

c) have become public knowledge without infringing the obligation of any Contracting

Party to maintain confidentiality,

d) which have been developed independently by a Contracting Party without use being

made of confidential information under the provisions of this Article;

e) they can be made available on the basis of a separate contract concluded between the

Customer and the Service Provider.

15.8 It shall not be considered a breach of confidentiality:

a) providing information to third parties having an interest in a Contracting Party,

b) informing, for the proper performance of their duties, legal advisers or other

representatives who are bound by a legal obligation of confidentiality, while such

persons must be informed in advance of the obligation of confidentiality relating to the

matter in question,

c) the provision of information where the other Contracting Party has given its prior written

consent to the disclosure of individual information protected by the obligation of

confidentiality,

d) the provision of information for or in connection with proceedings before a court,

arbitration body or other authority which must be informed in advance of the confidential

nature of the information in order to take the necessary measures (e.g. exclusion of the

public);

e) the provision of information to any governmental, banking, tax or other supervisory

authority which has the right and competent to request it in accordance with the law and

which must be informed in advance of the confidential nature of the information in order

to take the necessary measures,

f) to supply information which a Contracting Party is legally obliged to communicate.

15.9 The Contracting Parties further undertake to protect information relating to the other

Contracting Party subject to the confidentiality rules under this Article at least to the extent

that it protects its own information, and undertakes, to the same extent, to bind its

departments, directors or employees (and collaborators) who come into contact with such

information, and each Contracting Party shall be fully liable to such persons for breach of

duty.

Article 16

Using MetriQ and license

16.1 Customer is granted access to and use of MetriQ on the basis of an established license

agreement, which is either a separate license agreement (these GTC 2.14.1 clause) or Order-

based License Agreement (2.14.2 of these GTC).

16.2 Order-based license agreement

16.2.1 The provisions of the following sections 16.2.2-16.2.4 apply only for the period for

which the Service Provider and the Customer have not concluded a separate License

Agreement.

16.2.2 If, in accordance with the Order, the Customer wishes to share reports and other data

in MetriQ, this fact must be indicated in the Order, and based on this, the Service

Provider will subsequently decide to make the MetriQ system available to the

Customer for the given Order in accordance with the possibilities and nature of the

Order. By signing the order and expressing an interest in using MetriQ, Customer

agrees to comply with the license terms annexed to these GTC. A license agreement

is considered concluded when the customer (e.g., the customer who placed the order,

the person responsible for the workflow, or the person authorized to sign the

timesheet) is granted access to MetriQ.

16.2.3 The scope of the MetriQ functions made available to the Customer under the Order-

based License Agreement shall be determined by the Service Provider.

16.2.4 License to use MetriQ for features under this clause 16.2.3 This Article shall be

provided free of charge. If Customer wishes to expand the scope of MetriQ features

provided, Customer must enter into a separate license agreement with the Service

Provider.

16.3 After entering into a separate license agreement, order-based license agreements are no longer

created. Therefore, if the order-based license agreement is concluded otherwise (i.e., the order

contains an explicit interest in using MetriQ and the Provider provides Customer with access

to MetriQ), the order-based license agreement does not come into existence if there is a valid

separate license agreement, since a valid separate license agreement always gives the Provider

broader rights than the order-based license agreement.

Article 17

Common and final provisions

17.1 The early termination of the service provided on the basis of the accepted order is only

possible after a mutually demonstrable written agreement between the Service Provider and

the Customer or on the basis of unilateral termination of the order if this GTC or the order

itself allows it.

17.1.1 In the event of proper termination of the order, delivery of such disclaimer will

result in termination of the order (with ex nunc consequences). The termination of

the Order does not release the Customer from its obligation to pay the Service

Provider the consideration for the services properly provided until the termination of

the Order, including any related financial claims that may arise to the Service

Provider on the basis of or on the basis of the given Order, as well as claims arising

from these GTC.

17.2 For the avoidance of doubt, the parties agree that if the Customer has paid the invoice issued

by the Service Provider in the past (even several times) only after the internal order has been

issued in accordance with clause 4.7, this fact shall not be interpreted as an implied agreement

or business practice that would terminate the applicability of clause 12.2.1 of these GTC.

17.3 If this GTC prescribes a written form and is not otherwise specified, the written form shall be

realized if the written form is carried out in such a way as to preserve its content permanently

(document, electronic document in MetriQ, e-mail message, etc.). However, written

communication within the order requires the use of one of the following languages: Slovak,

the language of the order, the language in which the contracting parties demonstrably

communicate, or the language in which the contracting parties demonstrably agree in writing.

17.4 The contractual relations of the Contracting Parties, which are not regulated by these GTC or

the Order, shall be governed by the relevant provisions of generally binding legislation in

force in the country where the Service Provider has its registered office (i.e. the Republic of

Hungary), in particular the relevant provisions of the Civil Code (and especially the

provisions of the employment contract) in its amended version. In the event that these GTC

and/or the order regulate certain legal relations between the Contracting Parties differently

from the law, the GTC and the contractual regulation shall apply, provided that it deviates

from those provisions of the law from which it is possible to deviate or the application of

which can be dispensed with (i.e. in case of contradiction, the provision of the Civil Code is

excluded). In the event of a conflict between the provisions of these GTC and the Order, the

provisions of the Order shall prevail.

17.4.1 If a separate contract has been concluded between the Service Provider and the

Customer (i.e. not in the form of an order according to Section 4 of these GTC),

which refers to these GTC, where these GTC refer to an order, it applies to the

separate contract.

17.4.2 If Customer and Service Provider enter into a License Agreement or a MetriQ

License Agreement, these agreements shall take precedence over the provisions of

these GTC with respect to matters expressly governed by and relating to the

License/License Agreement (including matters relating to the provision of

documents, confidentiality and confidential information).

17.5 If it is possible to choose jurisdiction based on the conflict of law rules, Hungary courts shall

have jurisdiction to decide the dispute between the Customer and the Service Provider arising

from the contractual relationship concluded on the basis of these GTC. From the point of view

of determining jurisdiction, it is also true that the place of performance of the contract is the

place of performance of the contract (these GTC 4.2.1 c) ); however, if the Service Provider

provides services outside its Hungary territory on the basis of these GTC, the courts of

Hungary shall have jurisdiction regardless of the place of performance of the Agreement.

17.6 If any provision of these GTC is invalid, this shall not affect the validity of the remaining

provisions.

17.7 These GTC enter into force and enter into force on the date indicated in the header of the

document. At the same time, the GTC issued by the Service Provider before 1 January 2025

will be terminated; however, the existing GTC shall apply to contractual relationships

established on the basis of orders containing previous GTC.

17.8 The Service Provider is entitled to unilaterally modify these GTC at any time. However, the

contractual relationship concluded between the Customer and the Service Provider with an

individual Order is always determined by the GTC in the version valid at the time of the

proper delivery of the confirmed Order to the Service Provider.

Annex to the GTC

License terms for using the MetriQ View app

1. Definitions for the purposes of these License Terms

1.1 The licensee is a legal entity or natural person – an entrepreneur with whom HOLLEN has

entered into a license agreement.

1.1.1 A license agreement is an agreement that includes these license terms. The License

Agreement may be written directly into the Services Agreement or be part of its

annexes or other documents (e.g., Terms and Conditions) referenced in the Services

Agreement. The license agreement is concluded as follows:

a) a separate license agreement, which is a specific, non-contractual agreement

(in the form of a separate document), also called a “license agreement”

b) Order-based license agreement, which is a license agreement different from a

separate license agreement, based on an Order (which includes Customer’s

express interest in using MetriQ for a particular Order and acceptance of the

Terms and Conditions, which incorporate these License Terms) and the provision

of access to MetriQ by Service Provider.

1.2 The Service Agreement is any contract between HOLLEN and the Licensee concerning the

provision of services by HOLLEN in the field of quality assurance of production and/or

processes, including, in particular, inspection of parts related to sorting activities and possible

repair work, further modifications, finishing and assembly services, as well as services related

to quality assurance of components, Production support services, workshops, logistics and

assistance services, or other services, if such agreement includes acceptance of these license

terms (e.g., master agreement, partial agreement, accepted order based on the general terms

and conditions).

1.2.1 Component : a part, part, item, semi-finished product, material or any combination

thereof covered by services provided under a service contract.

1.2.2 A contract is a comprehensive service (or even a set of services) that is provided

under a specific contract for the provision of services.

1.2.3 A report is a data output for a specific order (performed under a contract for

services provided by HOLLEN) that HOLLEN produces for a certain period of time.

The report contains data related to a specific order.

1.3 MetriQ Suite (hereinafter referred to as “MetriQ”) is an electronic system for the

digitalization of the workplace, focusing primarily on the digital collection, dissemination and

presentation of data on individual orders, as well as the electronic sharing of documents

related to the order (e.g. technical documentation). MetriQ is a cloud solution, a computer

program, and copyrighted.

1.3.1 The MetriQ View application (hereinafter: MQV), which is part of MetriQ, which

is a web presentation portal that allows you to view and display data, share

documents and, if necessary, reconcile documents (after concluding a separate

electronic communications contract). MQV has different features.

1.3.2 The MetriQ Input Application (hereinafter referred to as “MQI”), which is part

of MetriQ, is used by persons on HOLLEN’s side to provide services under a

service contract, whereby these individuals enter relevant data related to the order

into MetriQ.

1.3.3 The MetriQ Admin app (hereinafter referred to as “MQA”) is part of MetriQ,

which represents the ability to control selected access and settings.

1.3.4 MetriQ Core (hereinafter referred to as MQC) is a database created on the basis of

data entered through MQI and other internal information systems of HOLLEN and

is an integral and essential part of MetriQ.

1.3.5 A log is a computer file that contains a control record of certain activities performed

in MetriQ.

1.3.6 Technical documentation is any documentation relevant to the contract, in

particular documents relating to work process, health and safety at work, documents

relating to the rules to be observed at the workplace/in the field of service

implementation, etc.

1.3.7 Data is any electronically stored information that relates to a particular order and

has been collected using MQI or entered into MetriQ by HOLLEN (or persons on its

side) through MQI in a different way, or information that has been entered directly

into MetriQ by the licensee; data is primarily data relating to the total time required

to execute an order or parts thereof, as well as selected information about the

components (e.g. their number and other characteristics) to which the order relates,

but also technical documentation of the order (in particular workflow), reports and

other documents (e.g. orders and invoices).

1.3.8 A technical failure is unusable for MetriQ or part of it, such as system maintenance,

internet connection failure, etc.

1.4 The user is all users and administrators.

1.4.1 A user is someone to whom an administrator has granted access to the MQV. User

access is carried out through access data, which, based on the activities of the

Administrator, are sent by an automated system to the Administrator in the contact

list in the list of names, specified in the Service Agreement or otherwise provided by

the Licensee. The user may also be a person outside the licensee’s organization if his

position requires access to the MQV (e.g. the end user’s quality manager).

1.4.2 An administrator is the MQA user on the HOLLEN page who manages MetriQ

and manages selected MetriQ settings. The administrator can also be on the side of

the licensee, usually for an additional fee, but only in agreement with HOLLEN,

who determines the scope of permitted permissions. Without such a specific written

and demonstrable agreement, the licensee is not entitled to use the fiduciary status

for the benefit of the person on his side. Administrator access is carried out through

access data, which, based on the action of the Administrator HOLLEN, is sent by an

automated system to the e-mail address specified in the contact list, in the Service

Agreement or otherwise provided by the Licensee in a written and demonstrable

manner.

1.4.3 Access data is a user’s unique usernames and passwords.

1.4.4 The list shall consist of an optional list of licensee persons, including, in particular,

a list of employees of the licensee who will be users or users; an employee of the

licensee shall mean any natural person who has a direct or indirect contractual

relationship with the licensee and who performs activities for him in a supplier or

subordinate relationship (hereinafter referred to as the licensee employee”). In

addition to the first and last name, the contact list also contains the user’s e-mail

address, which allows you to receive informational messages about the use of

MetriQ (e.g. access data).

1.5 A technician is a person on HOLLEN’s side who is listed as a technician in the service

agreement or, for a specific order (order), directly visible in the contacts section of MetriQ.

2. License

2.1 The License is the Licensee’s right to use the MQV or MQA if it has been agreed that the

MQA may be used by an employee of the Licensee.

2.2 The Licensee accepts these License Terms by entering into an Order License Agreement or by

entering into a separate license agreement to which these License Terms are attached.

3. Basic License Terms

3.1 The Licensee and each User are authorized to use MetriQ only as permitted by the License

Agreement and these License Terms.

3.2 Basic licensing provisions:

3.2.1 This license is non-exclusive.

3.2.2 License time range :

a) In the case of a separate license agreement, the license is valid for a maximum

period of 2 years from the end of the last order executed by HOLLEN for the

licensee.

b) In the case of an order-based license agreement, the license is granted for a

maximum of 6 months after the completion of that order.

This time range applies only unless otherwise specified in the license agreement.

Provision of the point 12.2 this does not affect the License Terms.

3.2.3 Subject scope of license :

a) The License permits Licensee to use, as agreed by the parties, the functions

provided by HOLLEN; If the licensee wishes to provide title to access to certain

specific functions, such agreement must be recorded in writing, e.g. directly in

the license agreement or in a subsequent agreement (e.g. e-mails, special

document or electronic document signed by authorized representatives of both

parties, etc.) and such agreement shall be entered into on behalf of HOLLEN not

only by its supreme body and manager, but also by a person in the position of

executive or branch director You can bind it.

b) The License allows any User to use the MQV; among the functions available to

the Licensee, the scope of these functions for a particular User will be

determined by the Licensee on the basis of a demonstrable agreement with

HOLLEN,

3.2.4 Territorial scope of the licence: unlimited.

3.3 It is forbidden to share the user’s access data with other persons, even if they have their own

access data. Violation of this prohibition will result in the possibility of termination of the

License Agreement in accordance with clause 12.1 of the License Terms.

3.3.1 Section 3.3 of the License Terms does not apply if the sharing of access data is

permitted by the License Agreement.

4. Specific License Terms

4.1 The Licensee ensures that Users use the MQV only for the following purposes:

a) display of selected data in accordance with Article 5 using the functions provided

License Terms 3.2.3),

b) generation of reports or other available outputs to the extent and in the manner permitted

by MQV and available functions (license terms 3.2.3),

c) uploading documents for orders,

d) approval of selected documents in case a separate electronic communication agreement

has been signed between the licensee and HOLLEN.

4.2 Access to the data displayed in the MQV is possible through a web interface and using remote

access technologies.

4.3 The Licensee’s Administrator is not authorized to grant access to persons who are not within

the Licensee’s organizational system.

5. Data and data security

5.1 HOLLEN collects data electronically (in particular by means of MQI), unless technical

reasons prevent us from doing so.

5.2 The data stored in MetriQ is sensitive information; The Licensee (as well as all Users) is

obliged to keep the data confidential and not to disclose it to third parties, except where this is

permitted by these license terms or the license agreement (or otherwise). Even if the data are

of a trade secret nature, the provisions of the laws governing the protection of trade secrets

shall apply mutatis mutandis to their protection.

5.3 The provisions of clause 5.2 of the license terms do not apply to the transfer of data by the

licensee to:

a) their employees or other employees of the licensee who have a special legal interest in

making the data available (e.g. by virtue of their duties) and who are bound by an

obligation of confidentiality in relation to the data,

b) persons who have a property or demonstrably personal relationship with the licensee

(through majority interest) or departments of such persons, as well as with employees or

other employees of such persons, but which the licensee is obliged to maintain under the

obligation of confidentiality in accordance with clause 5.2 of the License Terms.

5.4 If the performance of tasks takes place a) at the licensee’s customer (Final Customer) or b) the

licensee or the Final Customer in logistical or external warehouses, the data may be made

available to them through the persons concerned.

5.5 The data may also be provided by the contracting party:

a) to the Licensee’s customer or supplier (or persons on their side) if they are part of a

particular task and must be informed of the details of the execution of the task,

b) the logistics service provider of the licensee (or persons on his side), if they need to be

informed of the details of the performance of the contract,

c) the licensee’s Final Customer (or persons on his side), if they need to be informed of the

details of the execution of the task,

d) persons forming part of the (contractual) communication sent by the licensee;

e) other persons with a valid license to use the MQV to whom the order data relates,

f) legal and similar representatives of the Contracting Parties who are legally bound by an

obligation of confidentiality and, if data are made available to them by law,

g) other persons, by special agreement between HOLLEN and the licensee.

5.6 If the scope of data to be provided to licensee in the MQV is not specified in the service

agreement or license agreement, it will be specified by HOLLEN; However, if the licensee

wishes to obtain a legal basis for disclosing certain specific data, this agreement must be

recorded in writing (e.g. by e-mail, a separate document or an electronic document signed by

authorised representatives of both parties).

5.7 HOLLEN may collect, use (in the broadest possible sense) and transfer information to other

organizations in the manner set forth in these license terms without the express consent of

licensee. However, with respect to HOLLEN’s use of data, HOLLEN will only use the data to

provide designated persons with information about orders, to prepare and present analyses, for

billing purposes and to improve MetriQ, and the data may be kept separate for the above

purposes and in the broadest possible sense.

5.8 MetriQ operates within Microsoft systems (e.g. server in MS Azure, Windows Server and

Microsoft SQL database), which are regularly updated by HOLLEN, especially in terms of

security patch updates.

5.9 HOLLEN also:

a) ensure data security, in particular by ensuring that all communication between the user

and the MQV takes place over encrypted HTTPS,

b) ensures that the SSL certificate is up to date and valid.

c) It continuously evaluates logs and tries to respond to suspicious activity.

5.10 HOLLEN provides access to MetriQ (including the data stored therein) to an external

company that develops and modifies MetriQ for HOLLEN, but that entity is bound by

confidentiality obligations under the applicable contract.

5.11 HOLLEN may use information (including personal information of licensee employees name,

surname, e-mail and telephone number, the name of the company for which you work) in its

other information systems or make it available:

a) third parties affiliated with HOLLEN,

b) IT service providers for HOLLEN involved in the development and maintenance of the

MetriQ system.

6. Other conditions

6.1 The licensee is not authorized to grant access to the MQV to persons who are not users.

6.2 HOLLEN recommends that all users change their access password after logging in for the

first time.

6.3 MQV licensees are advised to provide Hollen with a list of names. Without providing a list of

names, HOLLEN will only provide access data to persons who have such a need under the

contract for the provision of services for a particular order (in particular persons specified in

the contract) or to persons referred to in clause 5.5 of the licensing conditions.

6.3.1 HOLLEN may grant administrative privileges to a specific person on the Licensee’s

page in accordance with the provisions of clause 1.4.2 of the License Terms.

6.4 The Licensee’s Administrator may grant user access to anyone other than the Licensee (in

particular an external employee) only with HOLLEN’s prior, demonstrable consent.

6.5 The Administrator, the HOLLEN Administrator, has the right to deactivate the User’s User

account if:

a) misuses MQV in any way or there are reasonable grounds to suspect misuse of MQV,

b) violates the provisions of the license terms,

c) access or leakage of user access or other data is suspected or confirmed,

d) states from an authoritative source that the current user no longer works in the licensee’s

structures or that his job title has changed so that he no longer needs access to the MQV.

e) The respective user account has not been used for more than 2 months (especially if the

user is not logged in).

6.6 HOLLEN has the right to correct errors in MetriQ and release and automatically install new

versions/updates of MetriQ without the consent of the licensee.

6.7 HOLLEN may make updates and upgrades to MetriQ at any time and in its sole discretion to

improve security and modify system functionality.

6.8 The licensee is responsible for ensuring that each user complies with the license terms, in

particular the prohibition contained in clause 3.3 of the License Terms (without prejudice to

section 3.3.1 of the License Terms).

6.9 MetriQ features require access to the internet from the device through which the user wants to

access them. HOLLEN shall not be liable in any way if the User is unable to access MetriQ

features due to missing or insufficient internet connection. HOLLEN does not supply any

technical equipment necessary to access MetriQ.

6.10 MQC is also protected by separate copyright, while the person initiating and securing the

creation of the database is HOLLEN, which is protected by the copyright of the database and

the licensee has no special right to it, since the data entered by the licensee do not show a

qualitatively or quantitatively significant contribution to obtaining, verifying or proving the

contents of the database.

6.11 User manuals and training

6.11.1 HOLLEN provides free training materials to the extent determined by HOLLEN to

help you familiarize yourself with MetriQ

6.11.2 HOLLEN may also provide special training to future users based on an agreement

with the licensee.

7. Logs and cookies

7.1 In the event of disputes between HOLLEN and the Licensee regarding User behavior while

using MetriQ, MetriQ logs are crucial, which the Licensee accepts using MetriQ.

7.2 MetriQ only collects cookies that are necessary for the proper functioning of the respective

website and does not use analytics or marketing cookies.

8. Personal data

8.1 The Licensee consents to the processing of personal data of Users and third parties that he has

provided to HOLLEN (e.g. order/contract, in the contact list, in particular by e-mail) for the

purpose of fulfilling HOLLEN’s contractual obligations towards the Licensee and other

contractual partners. However, if required by law, the licensee must obtain the consent of the

employees of the applicable licensee to provide HOLLEN with their personal information,

otherwise the Licensee will be liable to HOLLEN for any damages incurred by HOLLEN due

to or in connection with the lack of consent. The provisions of this clause shall apply mutatis

mutandis to other persons on the licensee’s side (e.g. the licensee’s Final Customer, logistics

facilities on the licensee’s side).

8.2 HOLLEN shall have no obligation, pursuant to clause 8.1 of the Licensee’s License Terms, to

verify whether an employee of the Licensee (or a third party on its side) has consented to the

transfer of personal data to HOLLEN; The consent shall be the sole responsibility of the

licensee.

8.3 Notwithstanding clauses 8.1 and 8.2 of the license terms, if required by Regulation (EU)

2016/679 of the European Parliament and of the Council on the protection of natural persons

with regard to the processing of personal data and on the free movement of such data (GDPR)

or similar regulation, or required by the Personal Data Protection Act, the licensee is obliged

to ensure the consent of those data subjects to the transfer of their personal data in MetriQ

immediately after the conclusion of the license agreement who must be in the user position,

including making them available to third parties under these licensing provisions (e.g. 5.11 ),

otherwise Licensee shall be liable to HOLLEN for all damages (including penalties, lost

profits, reputational damage) incurred in connection therewith.

8.4 For the avoidance of doubt, by making personal data of natural persons (in particular users)

available to the licensee or certain users, the licensee automatically declares that he has the

consent of the data subject to process and disclose his personal data to third parties to the

extent specified in these license terms and to the extent that he has made them available

himself or to the extent that he has made them available himself or to the extent that he has

made them available It was made available by persons on his side.

9. Restrictions and prohibitions

9.1 The Licensee is not authorized to reverse engineer, decrypt, disassemble, reproduce, or extract

source code for any part of MetriQ. The structure, layout, and computer code (as well as

parts) of MetriQ are confidential and confidential information that is protected by copyright.

The licensee is also obliged to keep confidential the technical solution of MetriQ (e.g. user

interface, functions) and parts thereof, which are also considered confidential information.

9.2 The Licensee and no User shall be entitled to:

a) remove, overlay, or modify any copyright, trademark, or other proprietary or intellectual

property notices that may appear in MetriQ;

b) access MetriQ in any manner that attempts to copy, extract or reuse any part of the data

or any part of MetriQ, other than the use of official MetriQ features or contrary to these

license terms,

c) access MetriQ by means other than using your assigned username and password (e.g. by

attempting to breach security measures, hacking, etc.),

d) circumvent MetriQ technical limitations;

e) reproduce, modify, or create derivative works from MetriQ (or parts thereof);

f) transfer or transfer a license, sublicense;

g) rent, lend, transfer, sell or redistribute access to MetriQ or any part thereof;

h) use any administrative rights contrary to the purpose of the licenses granted, the scope of

the licenses granted or the provisions of the license agreement, these license terms or any

other special agreements with HOLLEN,

i) not to use MetriQ in violation of the terms of use under these license terms, but in

particular not to use MetriQ to transmit computer viruses, worms, Trojan horses or other

malware,

j) use MetriQ in violation of generally binding laws.

9.3 HOLLEN is not responsible in any way and should not be aggravating in any way if you

make your access data available to third parties.

9.4 Access to MetriQ is provided “as is”or “as available” HOLLEN is not responsible for the

impossibility or limited possibility of using MetriQ or for errors in MetriQ.

9.5 The licensee has the option to report errors in MetriQ in accordance with clause 11 of the

licensing conditions.

9.6 HOLLEN shall not be liable for any damage or loss resulting from the use (including misuse),

interruption (including technical failures, network attacks, system maintenance, etc.),

suspension or termination of MetriQ, including the procedure referred to in clause 6.5 of the

license terms. In particular, HOLLEN shall not be liable for the consequences of decisions

made by the licensee on the basis of incorrect or incomplete interpretations of the data

available in MetriQ.

10. Specific obligations in relation to service contracts

10.1 In the event of an outage, task data will be collected on paper or by other means agreed by the

contracting parties, and HOLLEN shall enter the data into MetriQ without undue delay after

the downtime is over.

11. Report faults and technical downtime

11.1 The licensee shall promptly notify HOLLEN of any defect or technical failure of the MQV at

the address metriq@hollen.sk or report this fact to a technician who will forward the

information to HOLLEN’s IT department.

11.2 HOLLEN continuously fixes errors in MetriQ, so HOLLEN itself sets a deadline for

correcting the error, taking into account the severity of the error. The bug fix is done by

installing the MetriQ update, while the time and how the MetriQ update is installed is

determined solely by HOLLEN. Any technical defect, if caused by HOLLEN, will be

rectified by HOLLEN without undue delay after discovery.

11.3 Reports of errors or omissions or suggestions for improving MetriQ are sent to the technician

by the licensee.

12. Termination of License

12.1 In addition to the means of terminating this license directly as specified in the license

agreement, the license will terminate upon termination of the license agreement by HOLLEN

if the licensee or user violates these license terms. Denunciation shall take effect when it is

handed over to the licensee.

12.2 In cases other than clause 12.1, the license shall terminate only upon withdrawal of access to

the system by HOLLEN of the licensee or individual Users. HOLLEN is not entitled to

revoke such access prior to the expiration of the period for which the license was granted in

accordance with clause 3.2.2 of the License Terms; For the period between the expiration of

the license term and the revocation of access, the license is considered automatically renewed.

12.2.1 For the avoidance of doubt, if a license has been granted more than once or for

multiple tasks (in particular under multiple order-based license agreements),

termination of the license for one task does not affect your right to use MetriQ for

other tasks, i.e. the validity of the license for one task does not affect the validity of

the license for another task; This does not apply in the case of License Terms 12.1

where all licenses granted expire, unless otherwise specified by HOLLEN in

termination.

12.3 If the licensee has entered into a separate license agreement with HOLLEN, it takes

precedence over claims arising from partial, mutually agreed orders, i.e. termination of an

order does not terminate the license to this agreement under clause 12.2, but the license to use

MetriQ (for all orders of the licensee, including fulfilled orders) will only expire upon

termination of a separate license agreement.

12.4 After the license ends, the licensee is not entitled to use the data (including extracts,

transcripts and copies) in any way other than to protect his rights in any legal process or if

they are forwarded to the authorities upon their legitimate request.

12.5 After termination of this license, HOLLEN is under no obligation to provide the data to the

licensee in any way, unless expressly agreed in writing. This also does not affect the right to

export data, if expressly agreed in the license agreement.

12.6 After termination of this license, claims for damages and other claims arising or causally

related to the term of the license shall continue.

13. Final License Provisions

13.1 In the event of a breach of any of the obligations set forth in these License Terms, Licensee

shall be liable for all damages (e.g., remedies) suffered directly or indirectly by HOLLEN,

whether or not such breach is punishable by liquidated damages.

13.2 The Licensee is responsible for the actions of all persons using MetriQ (in particular Users),

as well as for the actions of all persons to whom he has enabled the use of MetriQ alone or

through Users, as if he were acting himself.

13.3 The Licensee acknowledges that the provisions of these License Terms do not in any way

affect additional obligations arising from legislation (in particular copyright law) when using

MetriQ.

13.4 With regard to confidentiality , the relevant provisions of the license agreement, the

agreement for the provision of services, as well as the relevant provisions of the law shall

apply.

13.4.1 The obligation of confidentiality does not apply to the provision of necessary

information to suppliers of technical solutions implemented within MetriQ who may

need access to the data for maintenance, repair, updating, removal of errors or

technical faults.

13.4.2 Disclosure of data or other data in accordance with these license terms does not

constitute a breach of confidentiality.

13.4.3 Data or other data shall not be considered a breach of confidentiality obligations by

persons within the meaning of clause 5.5 f) of the License Agreement.

13.5 The provision of documents is subject to the provisions of the service contract.

13.6 In the event of a conflict between the provisions of these License Terms and the provisions of

the License Agreement, Electronic Communications Agreement or Service Agreement, the

provisions in the following order shall control:

a) provisions relating to license terms (right to use MetriQ): 1. the provisions of the license

agreement (including these license terms), 2. the provisions of the electronic

communications agreement, 3. the provisions of the service agreement,

b) with respect to the provisions relating to electronic communications (including the

exchange and validation of electronic documents): (1) the provisions of the Electronic

Communications Agreement, (2) the provisions of the License Agreement (including

these License Terms), (3) the provisions of the contract for the provision of services;

c) for other provisions related to the performance of the Agreement: 1. the provisions of the

Service Agreement, 2. the provisions of the Electronic Communications Agreement, 3.

the provisions of the License Agreement (including these License Terms).

If any of the contracts is not concluded, its order is not taken into account.

13.7 If any provision of these license terms is valid only in part or subsequently expires, the

remaining provisions shall not be affected. Invalid provisions shall be replaced by any

provision that comes closest to the meaning and purpose of these license terms.

13.8 In the event that the User confirms that he/she has familiarized himself directly with these

License Terms (in particular, by clicking on such an option in the MetriQ web interface after

logging in) without having the status of licensee, the User agrees to comply with these

License Terms to the extent that they apply to his/her user role (i.e. User, Administrator).

14. Governing Law and Jurisdiction with Respect for These License Terms

14.1 In the event of a conflict between two legal systems, Hungary law applies.

14.2 Hungary courts shall have jurisdiction over any dispute arising out of these license terms.

General Terms and Conditions of HOLLEN s.r.o in Slovakia

valid from 1. 11. 2018

Article I
Introductory Provisions

1.1 The present General Terms and Conditions (“GTC“) govern the relationship between HOLLEN s. r. o., with its Registered Office at Kosatcová 24/A, 841 07 Bratislava, Corporate ID (IČO): 35 804 505, VAT ID: SK2020281813, registered in the Commercial Register maintained by Bratislava I District Court, Section: Sro, Registration File No.: 23309/B (the “Service Provider“) and the entity ordering any of the services defined in Article III of these GTC (the “Client“), except where the Service Provider and Client concluded a separate agreement for services under which the applicability of these GTC is excluded.

Article II
Definitions of Terms

2.1 Service Provider – legal entity providing services according to these GTC (i.e. HOLLEN s.r.o.).

2.2 Client – legal person ordering services from the Service Provider according to these GTC.

2.3 Final Customer – legal entity for whom components being the subject matter of services provided according to these GTC are designated; Final Customer and Client may, but do not have to be the same person.

2.4 Component – component, goods, semi-product, material or any combination thereof that is the subject matter of the services provided according to these GTC.

2.5 Order – document through which the Client orders the execution of a particular task and which is prepared, delivered and signed in conformance with Article IV of these GTC. Acceptance of an Order by the Service Provider in conformance with Article IV of these GTC shall constitute a contractual relationship between the Service Provider and the Client.

2.6 Task – a service, or a set of services according to these GTC relating to a Component and being provided under a particular Order.

2.7 Person responsible for Work Procedure – Responsible person on Client’s side (in particular Quality Department Staff) appointed for the relevant Task in the Order; Final Customer’s representative may also act in such a capacity if so decided by the Client and such person’s actions are directly binding for the Client under these GTC.

2.8 Responsible person authorized to sign the Worksheet – any person appointed by the Client in the Order to sign the Worksheet

2.9 Service Provider’s Staff – employees or other cooperating persons (individuals – operators of trades; legal persons) of the Service Provider or its subcontractors providing the services to the Client under these GTC on behalf of the Service Provider such as, without limitation, operators, technicians, residents, coordinators.

2.9.1 Technician – Service Provider’s responsible person assigned to a relevant Task in the Order.

2.10 Work Procedure – written key operating document containing a detailed description of individual steps performed on Components that are the subject matter of the execution of a Task.

2.11 Worksheet – document confirming the type and scope of the provided Services and serving as the underlying document for invoicing purposes.

2.12 8D – customary procedure used in the automotive industry as a standard method for the improvement of the quality of production and for addressing assorted issues, including complaints.

Article III
Services

3.1 Services provided according to these GTC include, without limitation:

a) services in the area of assurance of the quality of production and/or processes including, in particular, inspection of Components associated with sorting activities and corrective actions and additional modifications, if any;

b) any other services associated with assurance of the quality of Components including, without limitation, production support, shop works, logistics and assistance services (hereafter being referred to as the “Services“).

3.2 Particular type and scope of the provided Services are described in the contract/Order.

Article IV
Placing Orders for Services

4.1 Services under these GTC are provided under individual contracts or specific, mutually confirmed Orders; in the case of specific Orders, a contractual relationship between the Service Provider and Client is established upon the acceptance by the Service Provider of the Client’s Order made out according to these GTC by the Client. These GTC are an integral part of any contractual relationship established according to the preceding sentence.

4.2 Orders must be placed in writing either in documentary (hard copy or fax printout) or electronic forms and must be delivered:

a) electronically (in particular by e-mail having as its attachment a scanned copy of the Order in paper form, or an electronic file signed with electronic signature allowing for clear and unambiguous identification of the person acting on behalf of the Client);

b) by fax or by hand.

4.2.1 The following particulars must be specified in Orders:

a) identification of the Component(s) that are to be the subject of the Services provided in execution of a particular Task,

b) definition and description of the ordered Services, including definitions of individual quantifiable units relating to the ordered Services (such as quantity, time) as far as possible for the particular Service,

c) identification of the place of execution of the Task (Article 6.1 of these GTC),

d) specification of the date of commencement of execution of a particular Task,

e) assignment of a specific Technician to a particular Task,

f) specification of the price of the ordered Services;

g) name, surname (perhaps even title/position) of the person signing the Order for the Client;

h) declaration of the Contracting Parties that these GTC are an integral part of the contractual relationship to be established under an accepted Order.

4.2.2 Orders may also contain the following information:

a) estimated date of termination of the provision of Services;

b) appointment of the Responsible person authorized to sign the Worksheet,

c) appointment of the Person responsible for Work Procedure,

d) appointment of the Client’s Financial Department Officer responsible for invoicing-related matters (person competent to secure the settlement of invoices),

e) request that the Service Provider provides specific equipment (Article 5.7 of these GTC);

f) requirement for the form and frequency of furnishing partial Worksheets (Article 9.4 of these GTC);

g) Work Procedure (Article 5.1 of these GTC),

h) definition of special costs the Client will pay to the Service Provider (Article 11.4 of these GTC);

i) Order Number;

j) requirement to be provided with a hard copy of the invoice,

k) appointment of the person to whom the electronic invoice is to be delivered (Article 12.3.1 of these GTC),

l) other requests, conditions and arrangements, if any (e. g. request for fax communication).

4.2.3 Order (or its attachment) may also include the appointment of more than one Persons responsible for Work Procedure and the assignment of individual powers/authorization resulting from these GTC to each of them (e.g. right to sign the Work Procedure or any amendments thereto, right to handle complaints, etc.).

4.3 Orders will be preferentially placed on order forms created by the Service Provider for that purpose. The Service Provider will fill in the order form according to the information and supporting documentation furnished by the Client and will subsequently send it to the Client. The Client, after filling in any missing details, will mail the signed binding Order to the Service Provider. For a contractual relationship to be established, the Service Provider must subsequently accept the Order through its signature by the Service Provider’s authorized person (Article 10.1 of these GTC). Accepted Orders (just like contracts) will become binding on both Contracting Parties upon due delivery of the accepted (i.e. duly signed by both Contracting Parties) Order by the Service Provider to the Client pursuant to Article 4.6 of these GTC.

4.4 Subject to its own discretion, the Service Provider may also accept Orders placed otherwise than according to Article 4.3 of these GTC (in particular orders placed on Client’s own order forms), provided that such Orders will contain at least the mandatory required elements according to Article 4.2.1 of these GTC.

4.4.1 If, in any Order pursuant to Article 4.4 of these GTC, only the statement pursuant to Article 4.2.1 letter h of these GTC is missing, the Service Provider is still authorized to accept that Order, provided that the contractual relationship established pursuant to Article 4.4 of these GTC will become valid and effective only upon delivery of additional declaration pursuant to Article 4.2.1 letter h of these GTC which must be in the written form (Article 4.2 of these GTC shall apply accordingly); the Contracting Parties must make such declaration prior to commencement of the execution of the Task, otherwise no contract will be established.

4.5 The Client’s Order will be deemed properly delivered, if delivered to the Service Provider:

a) in documentary form in the hands of the Service Provider’s authorized person (Article 10.1 of these GTC), or

b) by fax sent to the fax number specified in the order form sent by the Service Provider to the Client as described in the second sentence of Article 4.3 of these GTC, or

c) by e-mail sent i/ to the Technician’s e-mail address specified in the order form the Service Provider sent to the Client pursuant to the second sentence of Article 4.3 of these GTC or ii/ to the same Service Provider’s address from which the order form pursuant to Article 4.3 of these GTC has been sent,

d) in the case of an Order placed pursuant to Article 4.4 of these GTC, by fax or e-mail sent to the address of the Service Provider’s authorized person (Article 10.1 of these GTC).

4.6 The Accepted Order is deemed duly and properly delivered if delivered:

a) in documentary form, in the hands of any Client’s contact person, or

b) by fax to the number specified in an Order signed by the Client, or

c) by e-mail sent to the e-mail address of the Client’s person having signed the Order on Client’s side as specified in the Order, or

d) in the case of an Order placed pursuant to Article 4.4 of these GTC, by fax or e-mail sent to the fax number/e-mail address from which the Order has been dispatched from the Client’s side.

4.7 The Service Provider has no obligation to accept any binding order placed by the Client. Any binding Order not accepted and delivered to the Client within 48 hours of its delivery to the Service Provider ceases to be valid.

4.8 If, after the conclusion of a contract/contractual relationship pursuant to this Article, the Client places another Order for identical Services, this shall be deemed a legally non-binding order made solely for the Client’s internal needs (e.g. SAP ERP) even if the Service Provider confirms such an Order; i.e. such additional Order will not amend or supersede the original contractual relationship and shall be deemed exclusively an internal document of the Client; this shall not apply in the case of explicit cancellation or explicit modification of the original Order, provided that such cancellation or modification of the Order is unambiguously, incontestably and directly stated in the later Order with a reference to the original provisions that are being cancelled/modified, or to the entire original Order identified by a concrete date (to cancel a previous Order only a general statement to the effect that the new Order supersedes all prior agreements, or any other similar provision will not be deemed sufficient).

4.9 The modification of an Order may be executed in particular by placing of a new Order, the provisions of these GTC shall apply accordingly, or by an agreement of the Contracting parties on the subject of the modification. The following terms of the execution of a Task may be modified by reciprocally approved e-mail:

a) length of a Task,

b) expansion of a Task to other Components,

c) limitation of a total volume/value of a Task, even upwards (increasing),

d) change/expansion of the place of execution,

e) change/introduction of surcharges pursuant to these GTC, that were originally excluded.

4.9.1 The modification of an Order shall always be recorded in writing (hard copy, email or fax printout) and the subject of the change of an Order may be agreed by Client’s and Service Provider’s:

a) person, who has signed the original Order,

b) person, who has replaced the person listed in letter a in a position originally held by the person listed in letter a or

c) person superior to persons listed in letters a or b (e. g. superior manager, statutory representative etc.)

4.9.2 Newly agreed terms shall be applicable from the moment specified in an Order and if such moment is not specified, from Service Provider’s acceptance of the Order. Unless otherwise stated in a new Order, the provisions of a previous Order shall apply on the foregoing services provided under the Task.

4.10 Any reference in the subsequent Articles to an Order shall be deemed reference to an accepted Order pursuant to this Article establishing a contractual relationship between the Service Provider and Client or a separate contract where the application of the GTC has been agreed.

Article V
Execution of Task

5.1 A detailed description of the execution of each Task must be included in the Work Procedure prepared and signed jointly by a Technician and a Person responsible for Work Procedure, unless the Work Procedure has been annexed to the Order.

5.2 The Service Provider’s responsible worker (especially Technician) coordinates the execution of a Task according to the Work Procedure.

5.3 Changes in the Work Procedure, if any, must be made i/ in the form of amendment to the Work Procedure or ii/ by a preparation of updated full text of the Work Procedure. The change according to previous sentence must be made in a written form and shall be signed by the Technician and the Person responsible for Work Procedure. The amendment or updated full text of the Work Procedure pursuant to the first sentence must contain a description of the change and information about the precise time of its approval and/or the time when it is to become effective.

5.4 To ensure due and proper execution of a Task, the Service Provider undertakes to secure a sufficient number of its staff (possessing the abilities, knowledge, efficiency and skills required for the given Task) who will execute the Task.

5.5 The Technician is the Service Provider’s responsible person for matters relating to the Task and shall, without limitation:

a) be responsible for execution and realization of the Task,

b) participate in preparation of the Work Procedure pursuant to these GTC and sign the same on the Service Provider’s behalf (including any amendments thereto), unless set out otherwise in these GTC,

c) prepare Worksheets and partial Worksheets,

d) engage in activities comprising quality assurance for the provided Services, and in the complaint handling procedure pursuant to Article XIII of these GTC,

e) act as the Service Provider’s point of contact for receipt of any suggestions, comments or requests relating to the Task; the Technician must receive information about any organizational changes relating to the execution of the Task , or obstacles preventing due and proper execution of any Task without delay,

f) contact the Person responsible for Work Procedure as and when needed, in particular for requesting any required collaboration.

5.6 Unless agreed otherwise between the Client and the Service Provider, the Service Provider shall secure basic equipment and accessories, tools and working material required for the execution of the Task (e.g. marking pens, stickers, identification labels, pens, sheets of paper, forms, tapes and other materials as may be required), as well as any equipment required to secure safety and protection of health at the workplace, all of the preceding in the customary scope and quantity (hereinafter jointly “Basic Work Aids“).

5.7 The Service Provider and Client may agree that the former shall also secure other work equipment or tools, such as desks, lighting fixtures, binding devices etc. (the “Above Standard Aids“), otherwise they are to be secured by the Client. The corresponding agreement with detailed description/listing of the Above Standard Aids to be secured must be specified in the Order or recorded in writing later.

Article VI
Place of execution of Task

6.1 Services according to these GTC are performed mainly in the Client’s premises, or in the Final Customer’s premises or on the Service Provider’s premises. The exact place of execution of the Task and the costs associated with such place, if any, must be specified in the Order.

6.2 The Client is obliged to provide the Service Provider’s staff involved in the performance of any particular Task with access to the place of execution of the Task, if located in the Client’s, Final Customer’s or third party’s premises and to provide them with the required means (identification cards, chips, name tags, etc.).

6.3 The Client is obliged to secure appropriate premises for the performance of the Services and activities related to the performance of the Services (such as supply and removal of materials) and to equip such premises with appropriate equipment/devices allowing an efficient performance of the Services.

6.4 It will be the Client’s responsibility to ensure that the place of execution of the Task meets all the requirements set out in applicable legal regulations, in particular those dealing with occupational safety and health and fire protection.

Article VII
Time of Execution of Task

7.1 The Service Provider undertakes to secure that the execution of any Task will commence at the time agreed upon in the Order, otherwise in the customary time, considering the location and accessibility of the place of execution of the Task.

7.1.1 Compliance of the Service Provider with the time of commencement of execution of the Task is conditional upon receiving the required collaboration to be provided by the Client pursuant to Article VIII of these GTC.

7.2 The Duration of the performance of Services in hours will be continuously recorded in the Worksheet prepared by the Technician and confirmed by the Responsible person authorized to sign the Worksheet.

7.3 The Duration of the performance of Services is to be recorded in the Worksheet which will also include the time required for:

a) management and execution of logistics operations,

b) packaging and associated organizational arrangements (e.g. ensuring compliance with the packaging regulation),

c) informing the Technician and other Service Provider’s staff with internal regulations effective in a place of execution of the Task and possible changes of these regulations,

d) idle times not caused by Service Provider’s staff,

e) periods of time corresponding to duration of statutory breaks (e.g. lunch breaks),

f) time required for organizational arrangements in support of Tasks (including meetings with departments for the purpose of execution of the Task),

g) preparation of partial Worksheets (Article 9.4 of these GTC), reports and final documentation for any Task,

h) provision of photo documentation (e.g. in order to record the quality of controlled Components or other parts).

Article VIII
Client’s Collaboration

8.1 The Client is required to provide all the collaboration required for the execution of any Task to the Service Provider without limitation, such as:

a) to provide all specialized technical information that may be required for due and proper performance of Services;

b) to provide the Components that are to be the subject of the Services and/or to provide access to such Components;

c) to provide access to the place of execution of the Task;

d) to secure work ambience that is in conformance with the applicable legal regulations dealing with occupational safety and health;

e) to give any required additional instructions and clarifications of requirements relating to any particular Task;

f) to secure work aids, tools and other equipment not provided by the Service Provider;

g) to provide additional collaboration required under the provisions of these GTC (e.g. Articles 5.1 , 6.3 , 7.2 );

h) to provide any collaboration, in particular as and when requested.

8.2 If the Client fails to provide the required collaboration pursuant to the preceding section, the Service Provider will be entitled to discontinue the performance of Services.

8.3 If the provision of Services is discontinued due to failure of the Client to provide the required collaboration, the Service Provider will not be deemed defaulting with the provision of Services while collaboration pursuant to Article 8.2 of these GTC is not being provided, and will not be liable for any damage occurring in causal relationship with such discontinuation; in such a case, the duration of discontinuation of the performance of services is deemed idle time not caused by the Service Provider’s staff pursuant to Article 7.3 letter d of these GTC.

8.4 If the Client does not specify any Financial Department Officer responsible for invoicing-related matters in the Order, the Client will have the obligation to notify such staff member to the Service Provider in a provable manner within 10 days after signing of the Order.

8.5 The provisions of this Article shall also apply accordingly to the Final Customer (eventually also to other third party), if any Task is executed either on the Final Customer’s premises or with the involvement of Components in the possession of the Final Customer; in such cases, the Client will be required to secure the Final Customer’s (or other third party’s) collaboration in the required extent (in particular according to the provisions of this Article) and will be liable for any non-collaboration by the Final Customer as if the collaboration had been refused by the Client itself.

8.6 The Client shall inform the Service Provider in a specific and demonstrable way (for instance in the Order, Work Procedure, etc.) that a Task concerns the Components, which in the automotive industry are regarded as safety components or components with special features (e.g. safety features), usually distinctively labeled or labeled in a documentation i. e. D/TLD-characteristics or ESD (hereafter as “Safety Component“) and take this situation into account in the Work Procedure, so that the Work Procedure would correspond to the fact that the Safety Component is being handled. If the Client fails to inform the Service Provider, the component shall not be considered a safety component for the purpose of the Task and the Service Provider shall not be liable for the consequences that may arise (i. e. improper handling or storage) and the Client is not entitled to set up any claim(s) originating from or related to the fact that the Component has actually been a Safety Component. The Client shall be solely liable for the deficiencies in the Work Procedure related to the handling of the Safety Component.

Article IX
Worksheet and Partial Worksheets

9.1 The Technician will prepare a Worksheet concerning the provided Services.

9.1.1 The Worksheet must include the number of hours of performance of Services by all Service Provider’s staff or the number of other measurable units quantifying the provision of Services, as long as these were defined in the Order (Article 4.2.1 letter b of these GTC.

9.1.2 The Worksheet may also include:

a) a list and quantities of Components that were the subject of Services and/or type of the provided Services,

b) information about the number of identified faulty Components, and the number of repaired Components,

c) number of Service Provider’s staff involved in the performance of Services,

d) remuneration for the provided Services,

e) other facts/information as may be demonstrably agreed upon between the Technician and the Person responsible for Work Procedure or the Responsible person authorized to sign the Worksheet.

9.2 The Worksheet will be prepared after the execution of a Task or upon termination of a complete period (e.g. a week, 2 weeks period or a month, especially if the execution of a Task extends beyond 14 days). The Service Provider shall determine the frequency of preparation of the Worksheets, unless it is stated in the Order. Subject to demonstrable agreement between the Client and Service Provider, Worksheets may also be prepared at other mutually agreed times.

9.3 Worksheets confirmed by the Responsible person authorized to sign the Worksheet (Article 4.2.2 letter b of these GTC) shall serve as the underlying document for invoicing purposes; if the Client named no such person in the Order, the person referred to in Article 10.3 of these GTC shall confirm the Worksheet by signature. The Client’s person confirming the Worksheet shall also state his/her name, surname and position and/or title opposite to his/her signature. The Client’s person that is supposed to confirm a Worksheet prepared by the Service Provider according to the Client’s internal distribution of powers shall either confirm, or comment on the Worksheet within five (5) days after the date of receipt of the Worksheet by the Client and shall do so either by means of electronic message, letter or fax. If the Client provides no comment(s) on the Worksheet, the Worksheet is deemed approved also if it has not been approved at all in the above period (i.e. fiction of approval will apply). Worksheets will also be deemed approved if the Service Provider duly incorporates all the Client’s comments, such approval taking effect upon dispatching the revised new Worksheet.

9.4 Upon the Client’s request, the Service Provider may also prepare partial Worksheets containing data as requested by the Client and will be prepared in a form and/or at times as requested by the Client; nonetheless, the Service Provider will have the obligation to prepare partial Worksheets only if this is requested in the Order (Article 4.2.2 letter f of these GTC). Partial Worksheets shall not serve as underlying documents for invoicing purposes and serve only for the Client’s needs.

Article X
Authorized Persons

10.1 The Service Provider’s persons authorized to sign Orders are:

a) Service Provider’s Statutory Representative(s),

b) Service Provider’s Chief Clerk, if appointed;

c) Head of the Service Provider’s branch,

d) Technicians,

each of the above persons individually.

10.2 If the Client does not appoint any particular Person responsible for Work Procedure in an Order, any Client’s person (in particular employee and/or cooperating person) or possibly any Final Customer’s person or any operator/person of the Client’s other third person, provided that such a third person participates in the Task actively (e. g. cooperation) or passively (e. g. review, receipt of the outcome of the Task), is authorized to act on behalf of the Client in matters reserved by these GTC to a Person responsible for Work Procedure. In such a case the Service Provider will have no obligation to investigate whether such person is not acting beyond his/her powers; acts of such person will be fully binding for the Client, unless it will be proved that the Service Provider was incontestably aware of such acting beyond powers and failed to notify such fact to the Client without undue delay after having become aware thereof.

10.2.1 The Client has the right to notify to the Service Provider, at any time and in a provable manner, the missing contact information pertaining to the Person responsible for Work Procedure, as well as to notify any changes in such information; The identity of the person making the notification on behalf of the Client must be clearly stated in the notification.

10.3 The provisions of Article 10.2 of these GTC shall also apply accordingly to the Responsible person authorized to sign Worksheets (Article 4.2.2 letter b of these GTC) if not named in the Order.

Article XI
Compensation for Provided Services

11.1 For the provided Services, the Client undertakes to pay the Service Provider a compensation at an amount as agreed upon in the Order with potential surcharges and costs resulting from these GTC, unless otherwise agreed in the Order.

11.2 VAT at the statutory rate will be added to the compensation. Compensation will be invoiced according to the actual number of hours and/or other quantifiable units (Article 4.2.1 letter b of these GTC) at which the Services were provided and as specified in a confirmed Worksheet in conformance with the provisions of this Article.

11.3 Surcharges to the basic hourly remuneration as agreed in an Order for Services performed:

a) at night-time 25%,

b) on Saturdays (00.00 h – 24.00 h) 50%,

c) on Sundays and other non-working days e.g. public holidays (00.00 h – 24.00 h) 100%.

The following time periods of a week shall be deemed to be at night time – Mon.: 00.00 –

06.00 h; 22.00 – 06.00 h of the next day, Tu. – Th.: 22.00 – 06.00 h of the next day, Fri.:

22.00 – 24.00 h.

The Service Provider is entitled to surcharges according to this Section also in the absence of specific agreement to that effect in an Order. If the surcharges are agreed in an Order in a different amount or are excluded, the provisions of the Order shall apply. If any of the time periods falls within several surcharges pursuant to letter a – c of this Article (e.g. public holidays on Saturday), surcharges shall be paid only once at a higher rate.

11.4 In addition to the compensation for performed Services, the Client will be required to compensate the Service Provider for specific costs, if any, as agreed in an Order.

Article XII
Terms of Payment and Sanctions

12.1 Compensation for the provided Services will be payable under invoices the Service Provider will make out according to Orders and/or Worksheets:

a) upon the execution of a Task, or

b) after the end of any given month for Services provided in that month, or

c) after the end of a calendar week if the amount of compensation for Services performed in that calendar week exceeds EUR 2,000.-.

12.2 Invoices will be due and payable within 14 days after the date of their delivery to the Client, unless a different maturity date is specified in the invoice. If a maturity date earlier than that set out in this Section is specified in any invoice, the maturity specified in this Section will be decisive in the case of the Client’s delay in settlement of an invoice.

12.3 By placing an Order with the Service Provider (Article IV of these GTC), the Client consents to making out its invoice in an electronic form. However, the Service Provider is entitled to send an invoice in a paper form instead of an electronic form, in particular if the Service Provider does not have an e-mail address for the delivery of electronic invoices.

12.3.1 The Service Provider will mail invoices preferably to the Client’s person having placed the Order, or to the person the Client named in the Order; nonetheless, invoices may be mailed also to the Client’s general e-mail address as known to the Service Provider or as specified on the Client’s web page, in particular if the invoice is returned as undelivered from the addresses referred to in the first part of the sentence before the semicolon, or if no notification confirming the receipt is returned from such addresses.

12.3.2 The Service Provider may also comply with the Client’s request to provide a paper copy of an invoice sent in later.

12.4 Invoices must comply with all the requirements for a tax invoice, they must be made out in conformance with the provisions of these GTC and must be properly delivered to the Client.

12.5 Invoices must be accompanied with copies of relevant Worksheets confirmed according to the provisions of these GTC evidencing the legitimacy of invoicing.

12.6 The Client, if delaying in the settlement of any invoice, will be required to pay to the Service Provider a statutory late payment interest of the invoiced amount for each started day of delay.

Article XIII
Guarantee of Quality and Liability for Defects

13.1 The Service Provider holds Integrated Management System Certificates ISO 9001:2015, ISO 14001:2015, and BS OHSAS 18001:2007, that are a guarantee of the quality of the provided Services. The Service Provider undertakes to perform Services with due professional care and at a quality guaranteed under the above Certificates.

13.2 To ensure proper quality of Services, the Service Provider undertakes to carry out continuous monitoring of the Services and if any obstacles on the Client’s side hindering the achievement of the proper quality of the provided Services are identified, the Service Provider shall notify without delay such fact (primarily through the Technician) to the Person responsible for Work Procedure ; if the Technician conveys such information verbally, he will be required to re-send the information to the Person responsible for Work Procedure by fax or e-mail, if the required contact information is specified in the Order or notified by the Client to the Service Provider pursuant to Article 10.2.1 of these GTC. The Person responsible for Work Procedure will also be authorized to monitor the quality of the provided Services; if doubts about the quality of the provided Services arise, the Person responsible for Work Procedure will notify such fact without delay to the Technician. The Technician, after having consulted and confirmed such doubts concerning the quality of the provided Services with the Person responsible for Work Procedure may order a repeated check of the quality of the Components associated with removal of the identified defects, if any, whereof a written record will be prepared to be signed by the Technician and the Person responsible for Work Procedure. If the repeated check of quality reveals faulty performance of Services, the Service Provider will not be entitled to any compensation for the time corresponding to the duration of the repeated check. If no faulty performance is revealed by the repeated check, the time corresponding to the duration of the repeated check recorded in a Worksheet will be deemed time of provision of Services for which the Service Provider will be entitled to a compensation in the same amount as for the provision of Services according to the relevant Order in line with the provisions of these GTC.

13.3 If it is revealed after the Services will have been performed, and in any case during the first incorporation of Components into relevant equipment whose first direct part is a Component (such as a larger component, system component, module, integrated module, automobile, etc.) at the latest, that the Services have not been provided at the guaranteed quality, the Client will be required to notify the identified defects in the provided Services in writing and demonstrably to the Service Provider (the “Complaint“) without undue delay and in any case within 2 days after the Client has become aware of the relevant defect, otherwise the Client’s right to enforce any claim(s) under the liability for defects in the provided Services will cease to exist after the lapse of the above period. Notwithstanding the foregoing, the right to make a Complaint will cease to exist in any case after 6 months after the provision of Services to which the Complaint relates. Failure to make a Complaint in accordance with this Article relieves the Service Provider from liability for any damage preventable (at least theoretically) by making the Complaint and its processing by the Service Provider.

13.4 The Service Provider will not be liable for defects occurring as a result of:

a) improper or incorrect handling of the subject of performance of Service by a person other than the Service Provider after the Service has been performed,

b) the fact that the Service Provider marked the subject of Services, or any of its part, as unfit for use and/or not meeting the requirements resulting from the Work Procedure and the Client (or a Client’s person, such as the Final Customer) has released such item for subsequent use and/or in further circulation despite such fact,

c) defects/insufficiencies in the Work Procedure which, nonetheless, have been approved by the Client,

d) non-compliance with obligation to label the Component as a Safety Component pursuant to Article 8.6 of these GTC,

e) a Force Majeure event; for the purposes of these GTC, a Force Majeure event is deemed (without limitation) a war, invasion, acts of foreign adversary, foreign adverse acts, civil war, mutiny, acts of civil disobedience, consequences of military or usurping powers, confiscation or nationalization or seizure or destruction under an order, or in the course of execution of any order issued by governmental or other public bodies, consequences of the use of any military weapons utilising nuclear fission or radioactivity irrespective of whether at the time of peace or war, industrial incidents, natural disasters, protracted power failures, crisis and/or other emergency circumstance(s); however, events such as, without limitation, shortage of qualified labour force, non-performance of obligations by persons cooperating with the Contracting Parties, unfavourable economic situation of a Contracting Party will not be deemed Force Majeure events.

13.5 The Client will be required to provide the Service Provider with all the necessary collaboration (particularly, but not limited to the Service Provider’s request) required in the process of verification of a Complaint; in particular, the Client is required to provide photographic evidence, background documentation, records of communication, data held by the Client or Final Customer and relating, or that may be relating to the Complaint and/or the Service being the subject matter of the Complaint.

13.5.1 Breach of the obligation of the Client referred to in Article 13.5 of these GTC will result in voiding of any entitlements under defects about which the Complaint has been made.

13.6 The processing of any Complaint must commence without undue delay after its placing and not later than within 10 business days, and the Complaint must be resolved in the shortest possible time. The Service Provider undertakes to either acknowledge or dismiss a Complaint within 30 days of its placing. The period in accordance with the previous sentence shall be extended by the time the Service Provider is not able to process the Complaint due to a request of collaboration pursuant to Article 13.5 of these GTC (i.e. by the time passing from the request of collaboration to its provision).

13.6.1 If a Compliant is legitimate The Client is entitled to an adequate discount on the price invoiced for a Task; this applies only if the Service Provider fails to notify the Client, on the basis of the Complaint within the period for acknowledgement or dismissal of the Complaint (Article 13.6 of these GTC), that he will ensure a free removal of identified defects. The Service Provider has a right to choose how the Complaint should be resolved. If the Service Provider removes the defect free of charge, the Client is not entitled to an adequate discount.

13.6.2 If a Complaint concerning Services for handling or control of Components is legitimate, the Service Provider is entitled to require the re-delivery, and the Client is obliged to comply with the request of re-delivery, of all Components subject of the provision of Services about which the Complaint has been made (except the Components demonstrably incorporated into a thing the Components are part of), in a way that enables the Service Provider to remove the complained defects free of charge from other Components in order to avoid possible damage; the breach of this obligation by the Client results in a lapse of Client’s right to enforce any claim(s) under the liability for defects or under the liability for damage to the extent stated in Article 14.4.1 of these GTC.

13.6.3 The Client is entitled, in exceptional cases, to secure the removal of a defect by a third party at the expense of the Service Provider, however, for reimbursement of the costs thus incurred by the Service Provider, the following requirements must be met:

a) the Client has made a Complaint properly in accordance with these GTC and the Service Provider has not taken a chance to handle the Complaint or has failed to resolve the Complaint within the period of time according to these GTC or within the period of time agreed in a separate written agreement with the Client, or the Service Provider has demonstrated in writing that he has agreed with removal of a defect by a third party.

b) the Client has allowed the Service Provider to perform the control of the result of a Task (in particular by a repeated control of the parts to which the Task relates), as far as the Task pursuant to Article 3.1 letter a. of these GTC is concerned.

c) repeated sorting/repair/or another service provided by a third party removing the defect is executed to a comparable extent as a Task to which the removal of a defect relates to (in particular in terms of time consumption, Work procedure and costs compared to the price of the Task), and relevant documents demonstrating this comparable extent have been submitted to the Service Provider.

The Client and the Service Provider may provably and in writing agree on a different terms of the reimbursement of costs according to this Article.

13.7 If the Client routinely uses 8D-Report, the Service Provider shall provide to the Client an 8D-Report according to 8D time limits on Client’s request.

13.8 If a written record of the manner of handling of a Complaint is made, such report must be signed by the Client and the Service Provider’s authorized person referred to in Article 10.1 of these GTC. The Client has the right to include any comments or positions in the written report.

13.9 In the written report on the manner of handling of a Complaint, the Contracting Parties are always free to also agree on an alternative manner of handling and/or resolution of a Complaint.

Article XIV
Ownership of Components; Liability for Damages and Compensation for Damages

14.1 The Service Provider shall not become the owner of Components received for the purpose of the execution of a Task.

14.2 The Service Provider shall be liable for any culpable conduct by its staff resulting in any damage to, loss or destruction of Components received by the Service Provider from the Client (and/or Final Customer) for the purpose of the execution of a Task, if such conduct occurs in the course of the execution of a Task; however, the Service Provider will not be liable for such culpable conduct if such damage to, loss or destruction of Components would occur regardless of such culpable conduct, or where a conduct was concerned through which the Service Provider’s staff averted a direct threat for which the staff was not responsible, or if the damage was caused in defense against an imminent or continuing attack. The Service Provider shall not be liable for damages in the cases specified by the law (e.g. if the breach of obligations was caused by circumstances excluding liability).

14.3 If damage occurs for which the Service Provider is liable pursuant to section 14.2 of these GTC, the damage shall be corrected through restoration in the original condition or pecuniary compensation, as the Service Provider may decide.

14.4 Limits of compensation

14.4.1 The Service Provider shall be liable for the damages caused by his defective performance and not rectified as a part of the Complaint resolution, which has been made in accordance with these GTC. If the Client has not provided the Service Provider with Components for control on his request in accordance with the Article 13.6.2 of these GTC, the Client is not entitled to claim damage resulting from this unrealized control or the damage that could have been prevented by such free control.

14.4.2 The Service Provider shall also be liable for any damage caused, while performing his activities, to the Client’s assets other than referred to in Article 14.4.1 of these GTC.

14.4.3 If entitlement to a compensation for damages occurs, the Service Provider shall make a claim against his insurance company for the indemnity payments due to an event of a covered loss.

14.4.4 The Service Provider will compensate for full damages and in any case up to the indemnity payment received by the Service Provider from the insurance company or provided to him by his insurance company under the liability insurance concluded between the Service Provider and his insurance company, with a condition precedent of the indemnity payment by insurance company. If the insurance company remits the indemnity payment to the Service Provider and not directly to the Client, the Service Provider shall allocate the received indemnity payment within 15 days of the day the Service Provider has received such payment from his insurance company and the Client has specified in a demonstrable way the account number where the compensation for damages should be paid.

14.4.5 If, for any reason, an insurance company fails to remit the indemnity payment due to an event of a covered loss within 6 months of the day the Service Provider has claimed it, the Service Provider undertakes to provide the Client with the payment under the liability for damage up to the amount of the value of a Task to which the damage relates, while in a case of Tasks the execution of which extends beyond 1 month, the value of a Task shall be determined as the average of the Task’s values (invoiced amounts) for the last 6 months of the execution of the Task (or for the months of duration of the Task, if the Task lasts more than a month but less than 6 months), unless otherwise agreed in the Order. The provision of Article 14.4.4 shall not be affected, i. e. if the Service Provider’s insurance company remits the indemnity payment after the Service Provider has compensated the damage in accordance with the first sentence of this Article, the Client is entitled to indemnity payment in an amount that equals to a difference between the indemnity payment and the payment received in accordance with the first sentence of this Article; if the Client received more than he has been entitled to (in particular as a result of a direct payment from the insurance company), the difference must be returned to the Service Provider.

14.4.6 If the insurance company, for whatever reason, has refused to remit the indemnity payment, the amount of payment set out in Article 14.4.5 of these GTC shall be deemed as the limit of compensation.

14.4.7 Provable fault of the Service Provider is a prerequisite for the entitlement to a compensation for damages against the Service Provider. The Client and the Service provider undertakes to provide to each other any necessary collaboration, in particular collaboration requested by other party (including the provision of any necessary documentation), so i/ it would be possible to claim incurred damage under the Service Provider’s insurance, ii/ the Service Provider’s liability would be apparent without any doubts; if this obligation is breached, any periods related to the compensation for damage shall be prolonged by the time of delay with its compliance. The collaboration in accordance with this Article also concerns taking actions to minimize the damage.

14.4.8 The Service Provider is in any case entitled to compensate the damage by restitution to the original state. The Client is not entitled to deny this right to the Service Provider, otherwise the Service Provider shall not be liable for damage.

14.4.9 If the Service Provider is liable for damages together with other persons (proportional liability), the Service Provider shall be liable for damages to the Client only according to the extent of his liability. If there is a reasonable and demonstrable doubt about the infliction of damage by the Service Provider, the entitlement to compensation for damage is not established.

14.4.10 Notwithstanding the other provisions of these GTC, only tangible damage shall be compensated and the Client is not entitled to the compensation for intangible damage (e.g. damage to reputation, goodwill, know-how etc.) or the compensation for lost profits, fines, penalties or default interests. The Client is also not entitled to the compensation for damage caused to third parties that the Client would like recover from the Service Provider under his right of recourse. The Client and the Service Provider may in writing and in a demonstrable way agree otherwise.

14.4.11 Notwithstanding the other provisions of these GTC, the maximum amount of compensation for damage from one damage event shall be 100,000 € (one hundred thousand euros).

Article XV
Service of Documents, Confidentiality of Information and Confidentiality Obligation

15.1 Any notices, requests, demands, requests for consent or any other communication served by one Contracting Party to the other in e-mail, fax or documentary forms shall require a response from the other Contracting Party in the same or similar manner, i.e. response must be made also in e-mail, fax or documentary form allowing for unambiguous recording of the contents of the response. In the case of non-compliance with the form of the response, the burden of evidence with respect to the contents and delivery of the response rests on the sender.

15.2 Fax communication may only be used if it is specifically agreed in the Order; otherwise the fax message shall not be considered to be delivered (regardless of the actual delivery) and the provision of the Article 15.2.1 shall not be applied. The provisions of this Article ( 15.2 ) shall not apply to the actual conclusion of contractual relationship between the Client and the Service Provider by fax in accordance with the Article IV of these GTC.

15.2.1 Contents of a fax transaction shall be deemed delivered if the sender can obtain a fax machine-generated printout confirming its error-free delivery. If any problem of technical nature occurs during the process of transmission of fax rendering the contents of the message impossible to read, the receiving Contracting Party is required to inform thereof the sending Contracting Party without undue delay and to request repeated delivery of the fax message and/or delivery in an alternative way. The Service Provider receives fax communication on working days from 8:30 o’clock until 15:30 o’clock (the “Hours of Operation“); fax messages delivered to the Service Provider outside the above Hours of Operation shall be deemed delivered at the beginning of the subsequent Hours of Operation (i.e. at 8:30 o’clock of the next immediately following working day). The provisions of Article 15.2 of these GTC shall not be affected by the provision of this Article.

15.3 Contents of an e-mail shall be deemed delivered if i) its receipt and/or review is acknowledged manually, ii) the e-mail reply containing the original e-mail message that is to be delivered has been received; only an automatic reply without intervention of the addressee shall not be deemed proof of due and proper delivery.

15.4 Written communication exchanged between the Contracting Parties shall be deemed duly delivered:

a) on the date of its actual delivery to the addressed Contracting Party;

b) on the date of futile expiry of the period for collection at the post office, also if the addressee was not aware of the deposition;

c) on the date of an unsuccessful attempt to deliver the communication, if the delivery was obstructed by intentional act of the addressee, in particular by addressee’s refusal to receive the communication.

15.5 The Contracting Parties shall treat confidential all and any facts of which they become aware in association with performance provided under a contractual relationship constituted according to these GTC and which relate to the other Contracting Party, if such information is of a provable commercial significance to the other Contracting Party or other competitors on the market.

15.5.1 Confidential information shall also be deemed all facts and information comprising trade secrets in the sense of Section 17 of Act No. 513/1991 Coll. The Commercial Code, as amended, and also any information provably and unambiguously identified as confidential by the other Contracting Party. Without prejudice to the above statements, confidential information shall also be any information that is not publicly accessible, information of technical, commercial or other nature marked by either of the Contracting Parties as confidential, or that is required to be treated (having regard to the circumstance known to the other Contracting Party at the time of their disclosure) as confidential, or any information the nature of which indicates to any reasonably informed person that such information is confidential. Confidential information shall also be deemed any information of technical, trade or commercial nature (including product plans, development plans, forecasts, analyses and strategies), specifications, plans, charts, training materials, formulas, sketches, models, samples, procedures, ideas and inventions (also if not subject to special protection), data, software, or documentation in any form, whether on any material carrier or provided verbally, as well as information received from a person other than a Contracting Party, provided that such other person is subject to the confidentiality obligation. Confidential information shall also be deemed information concerning the situation of either of the Contracting Parties, its products, processes, performance and also prices, surcharges and costs agreed in the Orders.

15.5.2 To avoid disputes about the nature of information, the Contracting Parties have agreed that a Party disclosing information that is required to be deemed confidential to the other Party, pursuant to the provisions of this Article and it is not clear from the nature of the matter that it is a confidential information as specified in Article 15.5.1 , shall unambiguously mark such information as confidential.

15.6 The confidentiality obligation shall apply even after the termination of contractual relationship incorporating these GTC. The Contracting Party may be discharged of this obligation only by other Contracting Party’s written declaration. The confidentiality obligation shall pass onto the Parties’ successors in title.

15.7 The confidentiality obligation shall not apply to facts that:

a) are or will be made available to employees or third persons in relation to performance of activities under the contractual relationship established pursuant to these GTC on the “need to know” basis due to their work position, office held and/or their role in the performance under the contract, provided that the relevant Contracting Party is required to inform such person about the confidential nature of the disclosed information;

b) were provably obtained from a third person that is authorized to disseminate such information; or

c) have become publicly known without the breach of confidentiality obligation by any of the Contracting Parties,

d) have been developed by a Contracting Party independently and without using any confidential information according to the provisions of this Article.

15.8 The following will not be considered a breach of the confidentiality obligation:

a) disclosure of information to third persons holding an interest in the company of either of the Contracting Parties, provided that such persons are informed in advance about, and subjected in writing to the confidentiality obligation;

b) disclosure of information to legal advisors or other representatives, who are required to abide by the confidentiality obligations by the operation of law, for the purpose of due and proper performance of their activities, provided that such persons must be informed in advance of the confidential obligation related to the matter in question;

c) disclosure of information after the other Contracting Party’s prior written consent to the disclosure of individual information protected by the confidentiality obligation has been obtained;

d) disclosure of information to relevant authorities for the purposes of judicial proceedings, arbitration proceedings and/or proceedings before any other public authority, provided that such authority must be informed in advance about the confidential nature of the disclosed information to allow it to take necessary precautions (e.g. holding closed proceedings);

e) disclosure of information to a governmental, bank, tax or other authority with supervisory powers that is authorized and competent to request such information in compliance with the applicable legal regulations, provided that such authority must be informed in advance about the confidential nature of the disclosed information to allow it to take necessary precautions (e.g. holding closed proceedings),

f) disclosure of information a Contracting Party is required to make by the operation of law.

15.9 The Contracting Parties further undertake to protect any information pertaining to the other Contracting Party that are subject to confidentiality pursuant to this Article at least in the same extent as if such Party’s own information was concerned and undertake to impose a confidentiality information of the same scope also on their organizational units/branches, managerial staff or employees (and also cooperating persons) coming in contact with such information and each of the Contracting Parties shall be fully liable for breaches of obligations by such persons.

15.10 The confidentiality obligation shall continue for the term of the contractual relationship established in conformance with these GTC and thereafter for one (1) additional year and shall pass onto the Parties’ successors in title, if any.

Article XVI
Common and Final provisions

16.1 Contractual relationships between the Contracting Parties not addressed in these GTC or any Order shall be governed by the applicable provisions of generally binding legal regulations of the country of residence of the Service Provider (i.e. the Slovak Republic) including, without limitation, the applicable provisions of the Commercial Code (in particular those dealing with contracts for work), as amended. Should these GTC and/or the Order address certain relationships between the Contracting Parties in a manner other than that required by the applicable legal regulations, these GTC and contractual arrangements shall prevail, provided that conflict with a legal provision that may be derogated from or application of which may be excluded (in the case of a conflict, the discretionary provision shall be deemed excluded) is concerned. In the case of a conflict between these GTC and an Order, preference should be given to the Order.

16.1.1 If a contractual relationship between the Service Provider and Client has been established under a separate contract (i.e. not under an Order pursuant to Article IV of these GTC), references in these GTC to Orders shall be references to such separate contracts.

16.2 For the purposes of determination of jurisdiction, the place of performance under contract shall be deemed the place of the execution of a Task (Article 4.2.1 letter c of these GTC). If the provisions dealing with conflicts of law allow for the selection of a particular governing law, relationships between the Service Provider and the Client, established according to these GTC, shall be governed by the Slovak law. Should the conflict of law provisions allow for the selection of jurisdiction, then any disputes between the Service Provider and the Client arising out of contractual relationships established according to these GTC shall be resolved by the competent Slovak courts.

16.3 Should any provision of these GTC be invalid, the validity of other provisions shall not be affected.

16.4 These GTC shall become valid and effective on the date written in the heading. As on the same date, the GTC issued by the Service Provider before 1. November 2018 cease to be valid and effective; nonetheless, contractual relationships established under Orders incorporating then valid GTC shall be governed by the then valid GTC.

16.5 The Service Provider is entitled to unilaterally amend these GTC at anytime. The Contractual relationship between the Client and Service Provider established according to a particular Order shall be governed by the GTC as valid and in effect at the time of proper delivery of the confirmed Order to the Service Provider.

General Terms and Conditions of HOLLEN CZ s.r.o. in Czech Republic

As of 10.01.2015

Article I.
Introductory Provisions 

1.1     These General Business Terms and Conditions (hereinafter referred to as the “GBTC”) modify the relationship between the company HOLLEN CZ s.r.o., registered office: Jiráskova 528/51, 293 01 Mladá Boleslav, Company ID No.: 289 78 013, listed in the Commercial Register at the Prague Municipal Court, Section C, File 157357 (hereinafter referred to as the “Service Provider”) and the party which Tasks its services defined in Art. 3 of these GBTC (hereinafter referred to as the “Client”) if the Service Provider and the Client have not entered into a specific contract for the provision of services in which these GBTC do not apply.

Article II.
Definition of terms

1.2     Service Provider – the legal entity which provides services in accordance with these GBTC. (i.e. HOLLEN CZ s.r.o.).

1.3     Client – a legal entity which Tasks services from the Service Provider in accordance with these GBTC.

1.4     Final Customer – a legal entity for whom components regarding the provision of services in accordance with these GBTC are intended.

1.5     Component – a part, goods, a semi-finished product, material or any other combination of these, which relate to services provided in accordance with these GBTC.

1.6     Order – a document with which the Client makes a specific Task, and which is drawn up, delivered and signed pursuant to Article IV of these GBTC. Upon acceptance of a Order by the Service Provider established pursuant to Art. IV of these GBTC, the Service Provider and Client shall enter into a contractual relationship.

1.7     Task – a service or collection of services pursuant to these GBTC which relates to components and is provided on the basis of a specific Order.

1.8     Quality Department Operative – a responsible person of the Client designated for the appropriate Task in a Order; on the basis of a decision of the Client this person may also be a person of the Final Customer, however under these GBTC the Client is bound by this person’s actions.

1.9     Service Provider’s Staff – employees or other co-workers of a person of the Service Provider or its subcontractors, who ensure the provision of services to the Client pursuant to these GBTC on behalf of the Service Provider. These include in particular operators, technicians and coordinators

1.9.1 Technician – a responsible person of the Service Provider designated for a corresponding Task specified in a Order.

1.10 Work Procedure – a key written operating document containing a detailed description of individual steps implemented on components which make up the subject matter of a Task.

1.11 Worksheet – a document confirming the type and scope of provided services, which is a supporting document for invoicing.

1.12 8D – a common and standardly used method in the automotive industry for quality enhancement in production and for resolving various problems, including claims.

Article III.
Services

1.13 Services provided in accordance with these GBTC include in particular:

a) services in the area of product quality assurance and/or processes which mainly include the inspection of components connected with sorting activities and potential correction work and supplementary modifications,

b) any other services related to the quality assurance of components including production support, workshop work, logistics and assistance services.

(hereinafter referred to as “Services”)

1.14 Specific types and scopes of provided services are specified in a contract/Order.

Article IV.
Tasking Services

1.15 Services pursuant to these GBTC are provided on the basis of an individual contract or a special Order confirmed by both parties where, in the case of a Order, a contractual relationship between the Service Provider and the Client shall be entered into once a Order from the Client, drawn up pursuant to these GBTC, is accepted. These GBTC are also part of a contractual relationship which arises based on the preceding clause.

1.16 A Order must be made out in writing either in printed form (paper or fax) or in electronic form and must be delivered:

a) electronically (particularly by e-mail with a scan of the paper Task form in an attachment or an electronic file bearing an electronic signature),

b) by fax or in person

1.16.2   A Order must contain:

a) the designation of the component or components which are to be the subject matter of the provided services in the Task,

b) specification and a description of the Tasked services including measurable units relevant to the Task (e.g. quantity, time) if it is possible within the Task,

c) the place of performance of the Task (point 6.1 of these GBTC),

d)  the date of commencing implementation of the Task,

e) a specific technician for the given Task,

f) remuneration for the Tasked services,

g) the name, surname and position of the person signing the Task form on behalf of the Client,

h) a declaration of the parties stating that these GBTC are a part of the contractual relationship which has been entered into based on an accepted Order.

1.16.3   A Order must also contain:

a) the anticipated date of completion of the provided services,

b) the name of a specified person who is authorised to sign a Worksheet on the part of the Client,

c) a specified Quality Department Operative ,

d) a specified responsible employee of the Client’s financial department in matters of invoicing (an appropriate person to ensure payment of an invoice),

e)  requirements for the ensuring of supplies by the Service Provider (point 5.7 of these GBTC),

f) requirements for the form and frequency of provided sub-reports (point 9.4 of these GBTC),

g) a work procedure (point 5.1 of these GBTC),

h) a specification of special types of expenses which the Client shall pay to the Service Provider (point 11.4 of these GBTC),

i) a Order number,

j) a request for the sending of a paper invoice (point 12.3.2 of these GBTC),

k) a person to whom an electronic invoice is to be delivered (point 12.3.1 of these GBTC),

l) any other potential requirements, conditions and agreements.

1.16.4   Multiple Quality Department Operative s may be specified in a Order (or an attachment). Their mutual assignment of individual competences resulting from these GBTC (e.g. the right to sign a work procedure and its annexes, the right to act as part of the claims process, etc.) may also be specified.

1.17 Order forms created by the Service Provider are given priority use for Tasks. The Service Provider shall pre-complete a Order form based on information and documents received from the Client, which it shall subsequently send to the Client. After filling in the remaining information, the Client then will send the signed binding Order to the Service Provider. In Task to enter into a contractual relationship, the Service Provider must subsequently accept the form with the signature of an authorised person of the Service Provider (point 10.1 of these GBTC). An accepted Order (like a contract) becomes binding for both parties the moment an accepted (i.e. signed by both parties) Order is duly delivered to the Client by the Service Provider pursuant to point 4.6 of these GBTC.

1.18 At its own discretion the Service Provider may also accept a Order drawn up in a different manner than that stipulated in point 4.3 of these GBTC (in particular a Order drawn up using the Client’s own Task form) on the assumption that such a Order contains at least the mandatory requirements pursuant to point 4.2.1 of these GBTC.

1.18.1   If a Order pursuant to point 4.4 of these GBTC lacks only the declaration pursuant to point 4.2.1 h) of these GBTC, the Service Provider shall be entitled to accept the Order, whereby a contractual relationship established pursuant to point 4.4 of these GBTC shall enter into force and effect the moment an additional declaration is made pursuant to point 4.2.1 h) of these GBTC expressed in writing (point 4.2 of these GBTC similarly applies). Such a declaration must be made between the parties prior to commencement of the implementation of the Task, or otherwise no contract shall be entered into.

1.19 A Order from the Client shall be considered duly delivered once delivered to the Service Provider:

a) by letter into the hands of an authorised person of the Service Provider (point 10.1 of these GBTC) or

b) by fax sent to the number specified in the Order form sent by the Service Provider to the Client pursuant to the second clause of point 4.3 of these GBTC or

c) by e-mail sent to the address of the technician specified in the Order form sent by the Service Provider to the Client pursuant to the second clause of point 4.3 of these GBTC or by e-mail sent to the same address of the Service Provider, from which the Order form pursuant to point 4.3 of these GBTC was sent,

d) in the case of a Order drawn up pursuant to point 4.4 of these GBTC, by fax or by e-mail sent to the address of an authorised person of the Service Provider pursuant to point 10.1 of these GBTC.

1.20 An accepted Order shall be considered duly delivered once delivered:

a) by letter into the hands of an authorised person of the Client or

b) by fax sent to the number specified in the Order signed by the Client or

c) by e-mail sent to the address of the person of the Client who signed the Order, specified in the Order,

d) in the case of a Order pursuant to point 4.4 of these GBTC, by fax or by e-mail sent to the number/e-mail address from which the Client sent such a Order.

1.21 The Service Provider shall not be obliged to accept a binding Order from the Client if the Client fails to deliver it within a period of 48 hours after it is delivered by the Service Provider, whereby the binding Task form shall lose its validity.

1.22 If, after entering into a contract pursuant to the provisions of this Article, the Client draws up a further Order for the identical service, such a Order shall be considered only legally non-binding, drawn up exclusively for the Client’s internal requirements (e.g. SAP ERP), even if the Service Provider confirms such a Order, i.e. such a later Order neither alters nor replaces the original contractual relationship and shall be considered exclusively an internal document of the Client. This shall not apply in the case that the original Order is explicitly altered or cancelled, where such a cancellation or alteration must be clearly and indisputably stated in the later Order with a reference to the original provisions which are being cancelled/altered, or as the case may be, the entire original Order identified by a specific date (and thus general provisions on the fact that the new Order replaces all previous agreements or similar provisions alone are insufficient).

1.23 If, in the following articles a Order is referred to, it is meant in the sense of an accepted Order pursuant to this Article, by which a contractual relationship between the Service Provider and the Client is established.

Article V.
Performance of a Task

1.24 A detailed description of the means of implementing each Task must be specified in a work procedure, processed and signed by a technician and a Quality Department Operative , if a work procedure is not already an Annex to the Order.

1.25 On the basis of the work procedure a responsible employee shall coordinate the implementation of the Task.

1.26 Potential changes to the work procedure must be made in the form of a written amendment signed by a technician and Quality Department Operative . The amendment must give a description of the change and the precise time the change was accepted or from when it shall take effect.

1.27 For the purpose of due implementation of the Task, the Service Provider undertakes to provide a sufficient number of its employees (with the required abilities, knowledge, productivity and skills for the given Task) to implement the Task.

1.28 A technician of the Service Provider shall be the responsible person in matters concerning the Task, who in particular:

a) shall coordinate and administrate the work of the Service Provider’s other employees participating in the implementation of the Task,

b) in accordance with these GBTC, shall participate in processing the work procedure and sign it (including amendments) on behalf of the Service Provider, unless these GBTC state otherwise,

c) shall process Worksheets and sub-reports,

d) shall perform activities within the scope of quality assurance of the provided services and claims process pursuant to Article XIII of these GBTC,

e) is the contact person for the Service Provider for the receipt of any proposals, comments or requests regarding a Task and must be immediately informed of any organisational changes regarding the implementation of a Task or obstacles preventing its due and timely implementation,

f) shall contact a Quality Department Operative  whenever necessary, in particular, however, when necessary cooperation is required.

1.29 If the Client and Service Provider do not agree otherwise, the Service Provider shall provide basic supplies and equipment, tools and working materials (e.g. markers, stickers, identification labels, pens, paper, forms, tape and other consumable materials) for implementing a Task, as well as resources for ensuring occupational health and safety within the regular scope and requirements (hereinafter jointly referred to as “basic work aids”)

1.30 The Service Provider and Client may agree that the Service Provider shall also provide further work supplies or tools for its employees, such as work benches, lighting, binding tools, etc. (hereinafter referred to as “additional supplies”). In the opposite case, they shall be provided by the Client. A corresponding agreement with a precise definition of additional supplies which are to be provided must be specified in the Order.

Article VI.
Place of Provision of Services

1.31 Services pursuant to these GBTC shall be provided in particular on the premises of the Client, the Final Customer or the Service Provider. The precise place of the provision of services and any costs connected to it must be specified in the Order.

1.32 The Client is obliged to provide Service Provider’s Staff who shall fulfil a given Task with access to the place of the provision of services, if it is on the premises of the Client or the Final Customer, and to provide them with any required resources for the purpose (ID cards, tags, etc.).

1.33 The Client is obliged to provide suitable space for the provision of services as well as for associated activities (e.g. the delivery and collection of materials), and adequate equipment within this space to allow for the efficient provision of services.

1.34 The Client is responsible for ensuring that the place of the performance of services meets all requirements stipulated by relevant legislation, in particular regarding occupational health and safety and fire prevention.

Article VII.

1.35 The Service Provider undertakes to ensure commencement of the implementation of a Task at the time agreed in the Order, or otherwise at a usual time with regard to the distance and accessibility of the place where the Task is to be fulfilled.

1.35.1   A prerequisite for maintaining the commencement of the implementation of a Task on the part of the Service Provider is the provision of all necessary cooperation on the part of the Client/Final Customer pursuant to Article VIII of these GBTC.

1.36 The number of hours of the provision of services shall be continuously recorded in a Worksheet processed by a technician and confirmed by a person of the Client (point 9.3 of these GBTC).

1.37 The time of the provision of services recorded in a Worksheet shall also include the time necessary for:

a) the logistical transfer of materials,

b) packaging work,

c) idle time not caused by Service Provider’s Staff,

d) the length of work breaks stipulated by law,

e) organisational securing of a Task,

f) the provision of sub-reports (point 9.4 of these GBTC), reports and final Task documentation.

Article VIII.
Cooperation by the Client

1.38 In relation to the implementation of a Task, the Client is obliged to provide the Service Provider with all necessary cooperation, consisting in particular:

a) of the provision of all expert technical information required for the due provision of services

b) of the provision of components which are to make up the subject matter of the provision of services, or in allowing access to it

c) of the provision of access to the place of the provision of services,

d) of the provision of a work environment which complies with relevant legislation regarding occupational health and safety,

e) of the provision of necessary additional instructions and specification of requirements concerning a specific Task,

f) of the provision of work supplies, tools and other equipment not provided by the Service Provider,

g) of the provision of cooperation arising from the provisions of these GBTC (e.g. points 5.1, 6.3 and 7.2),

h) of the provision of other, particularly requested, cooperation.

1.39 If the Client fails to provide the Service Provider with the required cooperation pursuant to the preceding points, the Service Provider shall be entitled to interrupt the provision of services.

1.40 If, as a result of failure to provide the required cooperation on the part of the Client the provision of services is interrupted, for the duration of the delay of the provision of services pursuant to point 8.2 of these GBTC the Service Provider shall not be in arrears with the fulfilment of its duties and shall not be liable for any damages which arise in direct connection with such an interruption. In such a case the time for which the provision of services is interrupted shall be considered idle time not caused by Service Provider’s Staff pursuant to point 7.3 c) of these GBTC and the Service Provider shall be entitled to full remuneration as if this idle time had not arisen.

1.41 If the Client does not specify an employee from its financial department for matters of invoicing, it must notify the Service Provider in a demonstrable manner within 10 days of signing the Order.

1.42 The provisions of this Article also apply directly to the Final Customer if a Task is implemented on its premises or with components which the Final Customer has at its disposal. In such cases the Client is obliged to ensure the provision of cooperation from the Final Customer to the necessary extent (especially pursuant to the provisions of this Article), and shall be liable for potential failure to cooperate on the part of the Final Customer as if it had failed to provide cooperation itself.

Article IX.
Worksheet and Sub-Reports

1.43 A technician shall prepare a Worksheet on the provided services.

1.43.1   The Worksheet must contain:

a)                the number of hours of services provided by all Service Provider’s Staff or

b)               the number of other measurable units of the provided services, if they are defined in the Order (point 4.2.1 b) of these GBTC),

c)                the price for the provided services.

1.43.2   The Worksheet may contain:

a)                a list and the quantity of components which make up the subject matter of the provided services and/or the type of services provided,

b)               information on the number of missing components discovered and on the number of repaired components,

c)                the number of Service Provider’s Staff who provided the services,

d)               other details on which the technician and Quality Department Operative  agree.

1.44 A Worksheet shall be prepared after the implementation of a Task or at the end of a calendar year (if the Task lasts for more than 60 days).

1.44.1   Upon agreement between the Client and the Service Provider a Worksheet may also be drawn up by another mutually agreed deadline.

1.45 A Worksheet confirmed by a person of both parties specified in the Order (point 4.2.2 b) of these GBTC) shall be a supporting document for an invoice. If the Client’s Order fails to specify such a person, the person pursuant to point 10.3 of these GBTC shall confirm the Worksheet on behalf of the Client by signing it. The employee of the Client who confirms the Worksheet with his/her signature shall state his/her name, surname and job position or function. The employee of the Client who is to confirm a Worksheet drawn up by the Service Provider in accordance with internal responsibilities is obliged either to confirm or to comment on the report by e-mail, letter or fax within 7 (seven) days of the day the Client receives the report. If the Client fails to comment on the Worksheet within the specified period, the Worksheet shall be considered approved even if it is not approved within the specified period (i.e. fictional approval shall apply). The Worksheet shall also be considered approved if the Service Provider duly integrates all comments from the Client from the moment that a thus processed new Worksheet is sent.

1.46 On the basis of a request from the Client, the Service Provider may also process sub-reports which shall contain information requested by the Client in a form and/or periodicity it specifies. The processing of such sub-reports is only obligatory however, if it is recorded in the Order (point 4.2.2 f) of these GBTC). Sub-reports are not a supporting material for invoicing and serve only for the needs of the Client.

Article X.
Authorised Persons

1.47 Persons of the Service Provider authorised to sign a Order are:

a) a statutory representative of the Service Provider

b) an agent of the Service Provider, if one is appointed

c)  a branch manager of the Service Provider and

d)  technicians,

in all cases independently.

1.48 If the Client does not specify a Quality Department Operative  in the Order for matters reserved for a Quality Department Operative  in these GBTC, any worker of the Client whose function corresponds to the specified position, where the Service Provider is not obliged to investigate whether such a worker is exceeding his/her authority shall be entitled to act on its behalf (in particular an employee or collaborator). The Client is bound by the actions of such a worker to their full extent, with the exception of a case where the Service Provider was clearly aware that the worker’s authority had been exceeded and failed to inform the Client of this fact without undue delay upon discovering it.

1.48.1   The Client is entitled, in a demonstrable manner, to notify the Service Provider at any time of missing    contact details of a particular Quality Department Operative  or of a change to these details. In the notification, it must be clear who made the change on behalf of the Client.

1.49 The provisions of point 10.2 of these GBTC similarly apply to a person of the Client who is authorised to sign a Worksheet (point 4.2.2 b) of these GBTC) if one is not specified in the Order.

Article XI.
Remuneration for Services Provided 

1.50 The Client undertakes to pay the Service Provider remuneration for the services provided in the amount agreed in the Order and which arises from these GBTC.

1.51 The relevant statutory VAT rate shall be calculated in the remuneration. Remuneration shall be invoiced according to the actual number of hours and/or other measurable units (point 4.2.1 b) of these GBTC) for the provided services specified in a confirmed Worksheet in accordance with the provisions of this Article.

1.52 Additional pay added to the basic hourly price agreed in the Order for the services provided:

a) nights (10 p.m. – 6 a.m.) 25%,

b) Saturdays 50%,

c) Sundays and other days off (e.g. bank holidays) 100%.

The Service Provider has the right to additional pay pursuant to this point on the basis of a special agreement in the Order. If additional pay amounts agreed in the Task form are in a different amount or are excluded, the provisions of the Order shall apply.

1.53 Besides remuneration for the services provided, the Client is also obliged to reimburse the Service Provider for any separate expenses agreed in the Order.

Article XII.
Payment Terms and Sanctions

1.54 Remuneration for services provided shall be due on the basis of an invoice drawn up by the Service Provider based on a Order and/or Worksheet:

a) after implementation of the Task is complete or

b) at the end of the relevant calendar month for services provided in that month or

c) at the end of a calendar week, if remuneration for services provided in the relevant calendar week exceeds €2000.00.

1.55 The due date of the invoice shall be 14 days after it is delivered to the Client, unless a later due date is specified in the invoice itself. If the due date in the invoice is earlier than that specified in this point, the date specified in this point shall be decisive for a delay on the part of the Client in paying the Invoice.

1.56 By sending a Order to the Service Provider (Art. IV of these GBTC) the Client agrees with the processing of an electronic invoice.

1.56.1   The Service Provider shall firstly send the invoice to the person who drew up the Order for the Client or the person who the Client designated in the Order. The Service Provider may however, send it to a general e-mail address of the Client which it has at its disposal or which is specified on the Client’s website, especially in cases when the invoice is returned as undelivered or the requested notification of delivery is not sent from the address specified at the beginning of this clause.

1.56.2   If the Client requires that a paper invoice also/only be sent, this must be stated in the Order. The Service Provider is also obliged to accommodate the Client upon a later request for a paper invoice to be drawn up.

1.57 An invoice must meet all the requirements of a tax document, must be drawn up in accordance with the provisions of these GBTC and must be duly delivered to the Client.

1.58 A copy of the relevant Worksheet, which is considered confirmed under the provisions of these GBTC, must be attached to an invoice to prove its legitimacy.

1.59 If the Client is delayed in paying an invoice, it shall be obliged to pay the Service Provider interest on arrears in the sum of 0.04% of the invoiced sum for every commenced day of the delay.

Article XIII.
Quality Guarantee and Liability for Defects

1.60 The Service Provider is a holder of  ISO 9001: 2008, ISO 14001: 2004 and BS OHSAS 18001: 2007 Integrated Management System certificates, which are guarantees of the quality of provided services. The Service Provider undertakes to provide services with due professional diligence and in the quality pursuant to the specified certificates.

1.61 In the interest of ensuring the quality of services, the Service Provider undertakes to continuously monitor them and if it observes any obstacles on the part of the Client to achieving the required quality of services provided, it shall immediately inform a Quality Department Operative  through a technician. if the technician provides this information verbally, he/she shall also be obliged to send it by e-mail or fax to the Quality Department Operative , if his/her contact details are specified in the Order, or the Client has informed the Service Provider of them pursuant to point 10.2.1 of these GBTC. A Quality Department Operative  is also authorised to carry out a check of compliance with the quality of services provided. If doubts are raised on the quality of the services provided, he/she shall inform a technician of this fact without delay. After discussing the doubts raised on the quality of services provided with the Quality Department Operative , the Technician shall arrange for a repeat inspection of the components connected with the potential remedy of defects and shall prepare and sign a written record of this fact. This shall also be signed by the Quality Department Operative . If a repeat inspection proves the services provided to be defective, the Service Provider shall not be entitled to remuneration for the time taken to carry out the repeat inspection. If a repeat inspection does not prove the services provided to be defective, the time for the repeat inspection recorded in the Worksheet shall be considered part of the time for the provision of services, for which the Service Provider shall be remunerated in accordance with the provisions of these GBTC.

1.62 If, after the provision of services, but no later than the initial mounting of components into the relevant object, whose first direct part is a component (e.g. a larger component, system component, module, integrated module, car, etc.), it is discovered that the services have not been provided in the guaranteed quality, the Client is obliged to notify the Service Provider of the ascertained defect in the services provided in writing (hereinafter referred to as a “claim”), without undue delay, but no later than 5 days after discovering the defect in question. In the opposite case, by the lapse of the specified period, the Client shall lose the right to apply any claims arising from the liability for defects in the provided services.

1.63 The Service Provider shall not be liable for defects arising due to:

a)                inappropriate or incorrect handling of the subject matter of the provided services after the provision of services by a person other than the Service Provider,

b)               if the Service Provider identifies the subject matter of services, or a part thereof, as unsuitable or not corresponding to conditions in accordance with the work procedure and the Client (or an associated person, e.g. the Final Customer) releases such subject matter for further use or into further circulation in spite of such a situation,

c)                an error in the work procedure which, however, was approved by the Client,

d)               a force majeure, where for these purposes a force majeure is considered to be in particular (but not exclusively) war, invasion, acts of a foreign enemy, foreign hostilities, civil war, revolt, a revolutionary uprising of the population, the consequences of military or a usurpatory power, confiscation, nationalisation, removal or destruction by Task or execution of the state or other public authorities, consequences of the use of any military weapon using nuclear fission or radioactive force, regardless of whether in peacetime or at war, accidents, natural disasters, prolonged power cuts, states of emergency and/or other exceptional circumstances. A force majeure, however, is not considered in particular to be a lack of skilled labour, failure to fulfil obligations by persons cooperating with the contracting parties or an unfavourable economic situation of the counterparty.

1.64 The Client is obliged to provide the Service Provider with all required cooperation when examining a claim, and in particular is obliged to provide (particularly, although not only requested by the Service Provider) photographic documentation, supporting documents, records of communication and data which the Client or Final Customer has at its disposal and which relates to or could regard a claim or claimed services.

1.64.1   A violation of the Client’s obligations pursuant to point 13.5 of these GBTC shall result in the termination of the entitlement to the claimed defects.

1.65 A claim must begin to be processed without undue delay, at the latest 10 working days after it is applied, and shall be resolved in the shortest possible time.  The Service Provider undertakes to acknowledge or reject a claim up to 15 days after it is applied.

1.65.1   If the Service Provider acknowledges a claim, the Client shall be entitled to have the defect remedied free of charge unless it demonstrably agrees to a different means of resolving the claim with the Service Provider.

1.66 If the Client uses the standard 8D message, the Service Provider undertakes to provide the Client with an 8D message pursuant to 8D deadlines.

1.67 In the case of a written record on the means of settling a claim, this must be signed by the Client and the authorised person of the Service Provider specified in point 10.1 of these GBTC. The Client is entitled to express all its views in a written record.

1.68 In a written record of the means of settling a claim, the contracting parties may always agree on a different means of settling or resolving it.

Article XIV.
Ownership of Components, Liability for Damages and Compensation 

1.69 The Service Provider shall not become the owner of components accepted for the purposes of implementing a Task.

1.70 The Service Provider is liable for culpable acts of its employees which result in damage to, loss or destruction of components, which it took over from the Client (or Final Customer) for the purpose of implementing a Task, if such actions arise during the implementation of a Task. It shall not be liable for such acts if the damage, loss or destruction would have arisen regardless of such a culpable act or if it concerns an action with which the Service Provider’s employee averts a direct danger, which he/she did not cause or if he/she causes damage in necessary defence against a threatening or lasting attack.

1.71 If damages arise, for which the Service Provider is liable pursuant to point 14.2 of these GBTC, it shall cover the damages by returning an object to its original condition or with monetary compensation. The Service Provider has the right to choose.

1.72 Limits to compensation for damages

1.72.1   If the right to compensation for damages arises, the Service Provider shall provide compensation for damages in full, up to a maximum of 25% of the volume of the Task in accordance with the Order and for long-term Tasks (lasting longer than 30 days) up to a maximum of 25% of the monthly volume of the Task which the damages concern. Tasks are considered long-term if they last more than one month and the maximum limit of compensation for damages is (regardless of the abovementioned limit) €100,000.00 for each individual Task according to the Order.

Article XV.
Delivery, Confidentiality of Information and Secrecy 

1.73 A contracting party shall reply to any notifications, applications, requests, requests for approval or any other communications submitted by the other party by e-mail, fax or letter in the same or a similar manner, i.e. a reply must also be sent by e-mail, fax or letter allowing for the content of the reply to be easily recorded. In the case of non-compliance with the prescribed form of reply, this shall be a burden to its content and the delivery of a reply shall encumber its sender.

1.74 The content of a fax shall be considered delivered if the sender receives output from the fax machine confirming its problem-free delivery. If any technical problem should occur while sending a fax preventing it from being read, the recipient shall be obliged to inform the sending party of this fact immediately by a suitable means and to request that it send the fax again, or send the information by another means. The Service Provider shall accept fax messages on work days between 8:30 a.m. and 3:30 p.m. (hereinafter referred to as its “opening hours”). A fax delivered outside the specified hours shall be considered delivered at the beginning of the nearest opening hours (i.e. at 8:30 a.m. on the nearest work day).

1.75 The content of an e-mail shall be considered delivered in the event of manual confirmation that it has been received or read, or a reply by e-mail containing the text of the original e-mail. Neither an automated response nor automatic confirmation of delivery sent by the mail server of the addressee shall be considered confirmation.

1.76 Documents sent between the contracting parties shall be considered delivered:

a)                the day of their actual delivery to the other party – the addressee,

b)               the day the period for takeover of a parcel lapses, even if the addressee was unaware it had been deposited,

c)                the day of an unsuccessful attempt at delivery, if delivery was prevented because the addressee was unaware that a parcel had been deposited or by a deliberate act of the addressee, particularly refusal to accept a parcel.

1.77 The contracting parties are obliged protect the confidentiality of all details which they learn of in relation to a performance based on a contractual relationship entered into in accordance with these GBTC and which relate to the other contracting party, if such information has demonstrable economic significance for the other party or other market competitors.

1.77.1   All facts and information which are the subject of a trade secret pursuant to Section 504 of Act No. 89/2012 Coll. of the Civil Code, as amended, shall also be considered confidential, as shall information clearly and demonstrably indicated as confidential by the other party. Without being affected by the previously specified provisions, confidential information also includes any information which is publicly inaccessible, technical, commercial or other kinds of information which one of the contracting parties designates as confidential or which should be treated (given the circumstances known to the other party during its disclosure) as confidential or other information which by its nature is understood to be confidential by any averagely versed person. Confidential information further includes any technical, trade or commercial information (including product plans, development plans, forecasts, analyses and strategies), specifications, plans, diagrams, training materials, formulas, blueprints, models, specimens, procedures, ideas and inventions (even if not subject to special protection), data, computer programs, software or documentation in any form whether recorded physically or provided verbally, as well as information received from a person other than a contracting party if such a party is bound to treat it as confidential. Confidential information also includes information on the circumstances of one contracting party or the other, its products, processes and performances.

1.77.2   In the interest of avoiding disputes on the nature of information, the contracting parties agree that the party which provides information to the other, which shall be considered confidential pursuant to the provisions of this Article, shall also clearly mark such information as confidential.

1.78 The obligation of secrecy does not apply to details which:

a)                in relation to a performance on the basis of a contractual relationship arising in accordance with these GBTC, are or shall be accessible to employees or third parties, who must be aware of such information with respect to their job, functional classification or role in the contractual performance, where, however, these persons must be informed of the confidentiality of this information by the relevant contracting party for which they are active,

b)               was demonstrably obtained from a third party which is authorised to disseminate such information, or

c)                was independently developed by a contracting party without the use of any confidential information pursuant to this Article.

1.79 The following are not considered a breach of the obligation of secrecy:

a)                the provision of information to third parties who have a stake in one of the contracting parties, where these persons must always be informed in advance of the obligation of secrecy and bound in writing to maintain it,

b)               information provided by a lawyer or other representative, who are bound to the obligation of secrecy by law, for the purposes of duly performing their activities, where these persons must be informed in advance of the obligation of secrecy in the present matter,

c)                the provision of information in the case of express prior written consent of the other contracting party to access various information protected by the obligation of secrecy,

d)               the provision of information for the purpose of proceedings at a court, arbitration body and/or any other public authority which must first be familiarised with the confidential nature of the information in Task to take necessary measures (e.g. exclusion of the public),

e)                the provision of information from a government, bank, tax or other controlling body which is authorised and competent to request it in accordance with legislation, where this body must first be familiarised with the confidential nature of the information in Task to take necessary measures (e.g. exclusion of the public),

f)                the provision of information which the counterparty is obliged to communicate by law.

1.80 The contracting parties further undertake to protect information regarding the other party which is subject to confidentiality arrangements pursuant to this Article, at least to such an extent as if it were its own property and undertake to the same extent to commit to secrecy of its organisational bodies, managerial employees or employees (or collaborators) who come into contact with such information, whereby each party shall be liable to the full extent for a breach of these person’s obligations.

1.81 The obligation of secrecy shall last for the duration of the relevant contractual relationship arising from these GBTC and for a further 3 years after it elapses and shall also be passed on to any legal successors of the contracting parties.

Article XVI.
Joint and Final Provisions

1.82 A contractual relationship between the parties which is neither regulated by these GBTC nor by a Order shall be governed by the relevant provisions of generally binding legislation applicable in the country of the Service Provider’s seat (i.e. the Czech Republic), in particular the relevant provisions of the Civil Code, Act No. 89/2012 Coll. (and especially provisions on a contract for work), as amended. If these GBTC and/or a Order regulate any relationships between the contracting parties differently than does the law, the GBTC and contractual arrangements shall apply on condition that there is a conflict with provisions of the Act which may be deviated from. In the event of a conflict between the provisions of these GBTC and a Order, the provisions of the Order shall take precedence.

1.82.1   If a contractual relationship is entered into between the Service Provider and the Client by an independent contract (i.e. not by a Order pursuant to Art. IV), where these GBTC refer to a Order, such a contract shall be understood.

1.83 For the purpose of determining jurisdiction, the place of performance shall be the place of fulfilment of a Task (point 4.2.1 c) of these GBTC).

1.83.1   In the case of conflict of law rules allow for a choice of law, a relationship between the Client and the Service Provider arising pursuant to these GBTC shall be governed by Czech law. If conflict of law rules allow for a choice of jurisdiction, the relevant Czech Courts shall rule on disputes between the Client and the Service Provider in a contractual relationship arising pursuant to these GBTC.

1.84 These GBTC shall enter into force and effect on the date specified in the document header. At the same time the GBTC issued by the Service Provider on 1 February 2011 shall hereby expire. For a contractual relationship arising on the basis of a Order of which included the previous GBTC however, the previous GBTC shall apply.

1.85 The Service Provider is entitled to unilaterally alter these GBTC at any time. For a contractual relationship between the Client and the Service Provider founded by a specific Order, the GBTC in force at the time of due delivery of the confirmed Order to the Service Provider shall always be decisive.

General Commercial Terms and Conditions applicable to HOLLEN Hungária Kereskedelmi és Szolgáltató Korlátolt Felelősségű Társaság in Hungary

as of 01.04.2016

Article I

Introductory Provision

1.1    These General Commercial Terms and Conditions (hereinafter referred to as „GCTC” only) govern the relationship between the company HOLLEN Hungária Kereskedelmi és Szolgáltató Korlátolt Felelősségű Társaság, having its registered office at: H – 9028 Győr, Fehérvári út 75. ép., Hungary, identification number of the company: 24956417-2932-113-08, EU VAT: HU24956417, Company Registration Number: 08-09-026396, recorded by Registry Court of the Győr Tribunal (hereinafter referred to as the „Service Provider” only) and the entity who orders its services defined in Article III of these GCTC (hereinafter referred to as the „Client” only), except the situation when the applicability of these GCTC was excluded by separate service agreement concluded between the Service provider and the Client.

Article II

Definitions of terms

2.1    Service Provider – a legal entity providing services under these GCTC (i.e. HOLLEN Hungária Kft.).

2.2    Client – a legal entity ordering services from the Service provider under these GCTC.

2.3    Final Customer – a legal entity, to whom the components – being the subject matter of services provided according to these GCTC – are designated; Final Customer and Client may, but need not be the same person.

2.4    Component – element, article (commodity), semifinished (intermediate) product, substance or any combination thereof that is the subject matter of the services provided according to these GCTC.

2.5    Order – a document, by which the Client orders particular task and which is prepared, delivered and signed in compliance with Article IV of these GCTC. Acceptance of an Order by the Service Provider in accordance with Article IV of these GCTC shall constitute a contractual relationship between the Service Provider and the Client.

2.6    Task – a service or a set of services under these GCTC which relate to Components and which are provided on the basis of one particular Order.

2.7    Quality Department Operative – Client’s responsible person appointed for the relevant Task in the Order; Final Customer’s representative may also act in such a capacity if so decided by the Client, nevertheless the activity of such a person shall directly oblige the Client under these GCTC.

2.8    Service Provider’s Staff – employees or other co-operating persons (individual entrepreneurs, legal entities) of the Service Provider or its subcontractors, who provide services on behalf of the Service Provider to the Client under these GCTC; they are mainly: operators, technicians, residents, co-ordinators.

2.8.1        Technician – Service Provider’s responsible person for the Task in question identified in the Order.

2.9    Work Procedure – written key operating document containing a detailed description of individual steps implemented on Components that are the subject matter of the Task realization.

2.10    Worksheet – document confirming the type and scope of the provided Services, which is the background document for invoicing.

2.11    8D – ordinary procedure standardly used in the automotive industry in order to improve the production quality and to solve a variety of problems, including complaints.

Article III

Services

3.1    Services provided according to these GCTC include, without limitation:

a)    services concerning the quality supply of production and/or processes including, in particular, inspection of Components associated with sorting activities and corrective actions and additional modifications, if any;

b)    any other services associated with quality assurance of Components including, without limitation, production support, shop works, logistics and assistance services

(hereinafter referred to as the “Services” only).

3.2    Particular type and scope of the provided Services are specified in the contract/Order.

Article IV

Ordering Services

4.1    Services under these GCTC shall be provided based on the separate contract or under the specific, mutually confirmed Orders; when the Order is applied, a contractual relationship between the Service Provider and the Client enters into force upon the acceptance of Client´s Order prepared according to these GCTC by Service Provider. These GCTC shall become the part of contractual relationships established under the previous sentence.

4.2    The Order has to be recorded in writing, either in printed (hard copy or fax printout) or electronic form and it has to be delivered:

a)    electronically (especially via e-mail containing the scan of the paper-printed Order as the attachment or an electronic file with electronic signature allowing clear and unambiguous identification of the person acting on behalf of the Client);

b)    by fax or by hand.

4.2.1        Each Order shall contain:

a)    identification of the Component(s) representing the subject of the Services provided within the Task,

b)    definition and description of the ordered Services, including definitions of corresponding quantifiable units relating to the ordered Services (i.e. quantity, time) as far as it is possible related to the given Service,

c)    identification of the Task realization place (Article 6.1 of these GCTC),

d)    specification of the date of starting the Task realization,

e)    specification of the particular Technician appointed for the given Task,

f)    specification of the price for the ordered Services;

g)    name, surname, title/position of the person entitled to sign the Order on behalf of the Client;

h)    declaration of the Contracting Parties that these GCTC shall be the part of the contractual relationship established by the accepted Order.

4.2.2       Each Order may also contain:

a)    the estimated finish date of the Services;

b)    appointment of the Client’s person authorized to sign the Worksheet,

c)    appointment of the Quality Department Operator,

d)    appointment of the Client’s Financial Department Officer responsible for invoicing-related matters (person competent to organize invoice settlement),

e)    request for specific equipment provision by Service Provider (Article 5.7 of these GCTC);

f)    request for the partial Worksheets´form and frequency of their provision (Article 9.4 of these GCTC);

g)    Work Procedure (Article 5.1 of these GCTC),

h)    definition of special kind of costs, which the Client shall pay to the Service Provider (Article 11.4 of these GCTC);

i)    Order Number;

j)    request for delivery of the paper-form invoice (Article 12.3.2 of these GCTC),

k)    appointment of the person who shall receive the electronic invoice (Article 12.3.1 of these GCTC),

l)    other requests, conditions and arrangements, if any.

4.2.3        Order (or its attachment) may also include the appointment of more Quality Department Operators, as well as the sharing of powers/authorization resulting from these GCTC to each of them (i.e. entitlement to sign the Work Procedure or any amendments thereto, entitlement to handle complaints, etc.).

4.3    Orders shall be preferentially drawn up on blanks of order prepared by the Service Provider. Based on information and backgrounds delivered by the Client the Service Provider shall pre-fill the blank and then he shall send it to the Client. The Client shall send signed binding Order to the Service Provider after completion of missing data. In order to create the contractual relationship the Service Provider has to accept the Order; the acceptance shall be realized by the signature of the Service Provider’s authorized person put on the Order (Article 10.1 of these GCTC). The accepted Order (as contract) becomes binding for both Contracting Party at the moment when the Service Provider delivers to the Client the accepted (i.e. duly signed by both Contracting Party) Order pursuant to Article 4.6 of these GCTC.

4.4    The Service Provider may – in its own discretion – also accept Order prepared by different way, as it is described in Article 4.3 of these GCTC (mostly concerning the order made by usind Client’s own blanks), provided that such Order does contain at least “essentialia negotii” included into Article 4.2.1 of these GCTC.

4.4.1         When the Order pursuant to Article 4.4 of these GCTC lacks declaration pursuant to Article 4.2.1 letter h/ of these GCTC only, the Service Provider is still entitled to accept that Order, while the contractual relationship established pursuant to Article 4.4 of these GCTC shall enter into force at the moment of additional declaration pursuant to Article 4.2.1 letter h/ of these GCTC recorded in writing (Article 4.2 of these GCTC shall be applied accordingly); the Contracting Parties shall make such declaration prior to commencement of the Task, otherwise the Contract does not incurred.

4.5    The Client’s Order shall be considered duly delivered, also when it was delivered to the Service Provider:

a)    in paper form in the hands of the Service Provider’s authorized person (Article 10.1 of these GCTC), or

b)    by fax sent to the fax number given in the blank order sent by the Service Provider to the Client accordingly to the second sentence of Article 4.3 of these GCTC, or

c)    by e-mail sent to the Technician´s e-mail address given in the blank order sent by the Service Provider to the Client accordingly to the second sentence of Article 4.3 of these GCTC or by e-mail sent to the same address of the Service Provider, from which the blank order has been sent pursuant to Article 4.3 of these GCTC,

d)    by fax or e-mail sent to the address of the Service Provider’s authorized person pursuant to Article 10.1 of these GCTC, when the Order has been prepared pursuant to Article 4.4 of these GCTC.

4.6    The accepted Order shall be considered duly delivered, when it was properly delivered:

a)    in paper form, in the hands of person on the Client’s side, or

b)    by fax to the number given in the Order signed by the Client, or

c)    by e-mail sent to the e-mail address of the Client’s person having signed the Order,

d)    by fax or e-mail sent to the number/e-mail address from which was that Order dispatched from the Client’s side, in case of the Order according to Article 4.4 of these GCTC.

4.7    The Service Provider is not obliged to accept the Client´s binding Order. The binding Order ceases to be valid, when it was not accepted and delivered to the Client within 48 hours calculated from the time of its delivery to the Service Provider.

4.8    The another Client´s Order for identical Services provided after the conclusion of a contract/contractual relationship pursuant to this Article shall not be deemed a legally binding order and it shall be considered solely made for the Client’s internal needs (e.g. SAP ERP), even if such an Order was confirmed by the Service Provider, i.e. such additional Order shall not modify or replace the original contractual relationship and shall be deemed an internal document of the Client only; this shall not apply in the case of definite cancellation or clear modification of the original Order, provided that such cancellation or modification is unambiguously, incontestably and directly stated in the later Order with a reference to the original provisions that are being cancelled/modified, or to the entire original Order identified by a concrete date (and therefore general statement declaring that new Order replaces all prior agreements or any similar provision will not be enough).

4.9    Any reference to an Order in the subsequent Articles shall be deemed reference to an accepted Order pursuant to this Article establishing a contractual relationship between the Service Provider and Client.

Article V

Implementation of the Task

5.1    A detailed description of the implementation of each Task has to be included in the Work Procedure prepared and signed jointly by a Technician and a Quality Department Operator, unless the Work Procedure has been annexed to the Order.

5.2    The Service Provider’s responsible employee coordinates the implementation of a Task based on the Work Procedure.

5.3    Changes in the Work Procedure, if any, has to be made in the form of written amendments signed by the Technician and the Quality Department Operator; when the third party (i. e. the Audi Hungaria Motor Kft.) is involved in the Work Procedure, or, when the work area is held by a third party, the signatures of Quality Department Operator and Producer´s (Manufacturer’s) representative are required. The amendment has to contain a description of the change and information about the precise time of its approval and/or the time when it is to become effective.

5.4    In order to implement the Task by due and proper way the Service Provider shall ensure a sufficient number of its employees (possessing the abilities, knowledge, efficiency and skills required for the given Task) realizing the Task.

5.5    The Technician is the Service Provider’s responsible person for matters relating to the Task; he shall, without limitation:

a)    coordinate and manage the work of other Service Provider’s staff involved in the implementation of the Task,

b)    participate in the elaboration of the Work Procedure in compliance with these GCTC and sign it on behalf of the Service Provider (including any amendments thereto), unless these GCTC stipulate otherwise,

c)    prepare Worksheets and partial Worksheets,

d)    perform activities in ensuring quality of the provided Services and in handling the complaint procedure pursuant to Article XIII of these GCTC,

e)    act as the Service Provider’s contact for receipt of any suggestions, comments or requests relating to the Task; the Technician shall be informed without any delay about all organisational changes related to the Task implementation or about restrictions inhibiting due and proper Task realization,

f)    contact the Quality Department Operator whenever needed, but especially in order to ask for the necessary co-operation.

5.6    Unless agreed otherwise between the Client and the Service Provider, the Service Provider shall ensure basic equipment and accessories, tools and working material required for the implementation of the Task (i.e. marking pens, stickers, identification labels, pens, sheets of paper, forms, tapes and other consumables), as well as any equipment required to ensure safety and protection of health at the workplace, within the obvious range and the consumption (hereinafter jointly “Basic Work Aids”).

5.7    The Service Provider and Client may agree that the Service Provider shall secure for its own staff as well as other work equipment or tools, such as desks, lighting fixtures, binding devices etc. (hereinafter the “Above Standard Aids”); otherwise they are to be secured by the Client. The corresponding agreement with detailed description/listing of the Above Standard Aids to be secured has to be specified in the Order.

Article VI

Place of Providing of the Services

6.1    Services according to these GCTC are provided mainly in the Client’s premises or in the Final Customer’s premises or on the Service Provider’s premises. The exact place of providing of the Services and the costs associated with such place, if any, has to be specified in the Order.

6.2    The Client is obliged to ensure the Service Provider’s employees involved in the implementation of any particular Task access to the place of providing of the Services, if located in the Client’s or Final Customer’s premises and to provide them with the required means (identification cards, name tags, etc.).

6.3    The Client is obliged to secure appropriate premises for providing of the Services and related activities (such as supply and removal of materials) and to equip such premises with appropriate devices allowing an efficient provision of the Services.

6.4    The Client shall be responsible to ensure that the place of the Service provision meets all the requirements set out in applicable legal regulations, in particular those dealing with occupational safety and health and fire protection.

Article VII

Time of Task implementation

7.1    The Service Provider undertakes to secure that any Task implementation shall commence at the time agreed upon in the Order, otherwise in the customary time, considering the location and accessibility of the place of Task implementation.

7.1.1    Compliance of the Service Provider with the time of the Task implementation commencement is conditional upon receiving the required co-operation to be provided by the Client/Final Customer pursuant to Article VIII of these GCTC.

7.2    The Duration of the Service provision (in hours) will be continuously recorded in the Worksheet prepared by the Technician and confirmed by the Client’s appointed person (Article 9.3 of these GCTC).

7.3    The Duration of the Service provision is to be recorded in the Worksheet; it shall include also the time required for:

a)    transfers of materials through logistics operations,

b)    packaging,

c)    idle times not caused by Service Provider’s staff,

d)    periods of time corresponding to duration of statutory breaks,

e)    time required for organizational arrangements in support of Tasks,

f)    elaboration of partial Worksheets (Article 9.4 of these GCTC), reports and final documentation for the Task.

Article VIII

Client’s Co-operation

8.1    The Client shall provide the Service Provider all the co-operation required in connection with the Task implementation without limitation, such as:

a)    to provide all specialized technical information necessary for due and proper providing of Services;

b)    to provide the Components that are to be the subject of the Services and/or to provide access to such Components;

c)    to provide access to the place of Service provision;

d)    to secure working environment that is in conformance with the applicable legal regulations dealing with occupational safety and health;

e)    to give any required additional instructions and clarifications of requirements related to any particular Task;

f)    to secure work aids, tools and other equipment not provided by the Service Provider;

g)    to provide co-operation required under the provisions of these GCTC (for example Articles 5.1, 6.3, 7.2);

h)    to provide additional co-operation, in particular as and when requested.

8.2    When the Client fails to provide necessary co-operation to the Service Provider pursuant to previous item, the Service Provider is entitled to interrupt the provision of Services.

8.3    When the failure of providing of necessary co-operation by the Client results in interruption of the provision of Services, the Service Provider is not in delay with fulfilment of his obligations for the period of delay in the provision of co-operation under the Article 8.2 of these GCTC, and is not liable for any damage originating in relation to such interruption; in this case, the time of interruption of the provision of Services is considered downtimes that were not caused by the Service Provider’s employees under the Article 7.3 letter c) of these GCTC, for which the Service Provider is entitled for remuneration in the full amount, as if no downtime occurred.

8.4    If the Client fails to specify any Financial Department Officer responsible for invoicing-related matters in the Order, he is obliged to notify him to the Service Provider in a provable way within 10 days from the date when the Order was signed.

8.5    The provisions of this Article shall be also applied accordingly to the Final Customer, if the Task is implemented either on the Final Customer’s premises or with the Components in the possession of the Final Customer; in such cases, the Client will be required to ensure the Final Customer’s co-operation in the required extent (in particular according to the provisions of this Article) and he is responsible for the non-fulfilment of the co-operation by the Final Customer like this co-operation hasn´t been provided by the Client itself.

Article IX

Worksheet and partial worksheets

9.1    The Technician shall prepare the Worksheet on provided Services.

9.1.1    The Worksheet shall include:

a)    the number of hours spent by providing Services by all Service Provider’s staff, or

b)    the number of other measurable units quantifying the provision of Services, assuming that these were defined in the Order (Article 4.2.1 letter b/ of these GCTC), or

c)    remuneration for the provided Services.

9.1.2    The Worksheet may include:

a)    the list and quantity of Components that were subject matter of the provision of Services and/or kind of the provided Services,

b)    data on the quantity of identified defective Components and on the quantity of repaired Components,

c)    the number of the Service Provider´s staff involved in the Service provision,

d)    other facts as were agreed upon between the Technician and the Quality Department Operator.

9.2    The Worksheet shall be prepared after the Task implementation or upon expiry of the calendar month (if the Task implementation takes more than 60 days).

9.2.1    Subject to agreement between the Client and Service Provider, Worksheets may also be prepared at other mutually agreed times.

9.3    Worksheets confirmed by the Client’s person specified in the Order (Article 4.2.2 letter b/ of these GCTC) shall serve as the base for invoicing; if the Client failed to specify such person in the Order, the person referred to in Article 10.3 of these GCTC are entitled to sign the Worksheet. The Client’s person who confirms the Worksheet shall also indicate his/her name, surname and position and/or title next to his/her signature. The Client’s person whose task includes the confirmation of the Worksheet prepared by the Service Provider, is supposed to either, confirm, or comment on the Worksheet within five (5) days after the Client received the Worksheet and shall do so either by means of electronic message, letter or fax. If the Client failed to comment on the Worksheet within a specified time, the Worksheet is deemed approved, even if it was not approved within that specific time (so fiction of approval will apply). If the Service Provider demonstrates all of the Client´s comments duly, then the Worksheet shall be considered approved and such approval takes effect upon dispatching the revised new Worksheet.

9.4    Upon the Client’s request, the Service Provider may also prepare partial Worksheets containing data requested by the Client and will be prepared in a form and/or at frequencies requested by the Client; but, the Service Provider has to prepare such partial Worksheets only at a specific situation, which is that if such obligation was included in the Order (Article 4.2.2 letter f/ of these GCTC). Partial Worksheets shall not serve as the base of invoicing, and shall serve only the Client´s needs.

Article X

Authorized persons

10.1.    The persons of the Service Provider authorized for signing the Order are:

a)    statutory representative of the Service Provider,

b)    chief clerk of the Service Provider, if appointed,

c)    director of the Service provider’s branch,

d)    Technicians,

each of them independently.

10.2    When Client does not appoint a specific Quality Department Operator in the Order, any member of the Customer’s staff (mainly the employee or co-operating person) is entitled to act according to these GCTC in the name of the Client, whose rank fits the specified function, while the Service Provider is not entitled to investigate, if the specified person oversteps – his powers or not; the action of such person binds the Client in full extent except the case if it has been demonstrated that the Service Provider knew about the exceeding of such authority, and fails to inform the Client about this fact without any unreasonable delay.

10.2.1    The Client has the right to notify, in a provable way, missing contact data on the respective Quality Department Operator, as well as change of these data, any time to the Service Provider; the notification has to state clearly who has signed it on behalf of Client.

10.3    The provisions of Article 10.2 of these GCTC shall apply similarly to the person of Client who is entitled to sign the Worksheet (Article 4.2.2 letter b) of these GCTC) if such a person is not appointed in the Order.

Article XI

Remuneration for Provided Services

11.1    The Client undertakes to pay remuneration for the Services provided by the Service Provider in the amount agreed in the Order and these GCTC beforehand.

11.2    The relevant legal VAT rate will be added to remuneration. Remuneration will be invoiced, in accordance with the provisions of this Article, according to the actual number of hours of providing Services and/or other quantifiable units (Article 4.2.1 letter b) of these GCTC) at which the Services were provided and as specified in a confirmed Worksheet.

11.3    Besides the remuneration for provided Services specified in the Order, other Surcharges may be added:

a)    at nights (18.00 – 06.00) 30%

b)    on Saturdays 100%

c)    on Sundays and on other non-working days (public holidays) 100%

If different amount of Surcharges are agreed or if the payment of the Surcharges are excluded, then the provisions of the Order shall prevail.

11.4    Besides the remuneration for performed Services, the Client is obliged to reimburse the specific costs for the Service Provider, agreed in the Order.

Article XII

Payment conditions and sanctions

12.1    Remuneration for provided services is due on the basis of the invoice issued by the Service Provider:

a)    after completion of the task; or

b)    after the end of the given calendar month for services provided in the given month; or

c)    after the end of the calendar week, if remuneration for services provided in the given calendar week exceeds EUR 2,000.00.

12.2    The invoice is due 14 days from its delivery to the Client unless longer maturity date is specified in the invoice. If earlier maturity data is stated on the invoice than the date specified in this Item, maturity date specified in this item shall be decisive for delay of the Client in settlement of the invoice.

12.3    The Client consents to making out its invoice in an electronic form, when he sent his Order to the Service Provider (Article IV of these GCTC).

12.3.1    The Service Provider will send invoices preferably to the Client’s person issuing the Order, or to the person the Client named in the Order; nonetheless, invoices may be mailed also to the Client’s general e-mail address as known to the Service Provider or as specified on the Client’s web page, in particular if the invoice is returned as undelivered from the addresses referred to in the first part of the sentence before the semicolon, or if no notification confirming the receipt is returned from such addresses.

12.3.2    The fact that the Client requires also/only a paper copy of the invoice must be expressly stated in the Order. The Service Provider may also comply with the Client’s request to provide a paper copy of an invoice sent in later.

12.4    The invoice must meet all requirements of the tax document, must be issued in accordance with the provisions of these GCTC, and must be duly delivered to the Client.

12.5    The copy of the relevant confirmed Worksheet demonstrating legitimacy of invoicing must be enclosed to the invoice.

12.6    In case of any delay with the invoice settlement, the Client shall pay to the Service Provider interest on late payment from the time of default calculated by the central bank base rate in effect on the first day of the calendar half-year to which it pertains, or – if the monetary debt is to be satisfied in a foreign currency, by the base rate of the issuing central bank, or failing this, by the money market rate. For the purposes of calculating the interest, the central bank base rate in effect on the first day of the calendar half-year affected shall apply to the entire period of the given calendar half-year.

Article XIII

Guarantee of quality and liability for defects

13.1    The Service provider is a holder of certificates of the Integrated Management System ISO 9001:2008, ISO 14001:2004 and BS OHSAS 18001:2007 guaranteeing the quality of provided Services. The Service provider shall provide Services with professional care and in the quality guaranteed in accordance with the aforementioned certificates.

13.2    In order to assure the required quality of Services, the Service provider shall continuously monitor them and shall immediately notify the Quality Department Operator through the Technician about any obstacles at Client´s side which prevent to achieve the required quality of provided Services; when the Technician provides such information orally, he shall repeat it as well in the form of e-mail or fax to the Quality Department Operator, if his contact data are specified in the Order, or if the Client notified them to the Service provider in accordance with Article 10.2.1 of these GCTC. The Quality Department Operator is also entitled to inspect the observance of the quality of provided Services, and in case of any doubts about this quality he has to inform the Technician immediately. Next to the consultation of incurred concerns regarding quality of provided Services with the Quality Department Operator, the Technician shall enact the repeated inspection of Components together with elimination of their possible defects; he also prepares about this fact the written record which has to be signed by Technician and Quality Department Operator. If the repeated check of quality reveals faulty performance of Services, the Service Provider will not be entitled to any compensation for the time corresponding to the duration of the repeated check. If no faulty performance is revealed by the repeated check, the time corresponding to the duration of the repeated check recorded in a Worksheet will be deemed time of provision of Services for which the Service Provider will be entitled to a compensation in line with the provisions of these GCTC.

13.3    If it is revealed after the Services will have been performed, and in any case during the first incorporation of Components into relevant equipment whose first direct part is a Component (such as a larger component, system component, module, integrated module, automobile, etc.) at the latest, that the Services have not been provided at the guaranteed quality, the Client will be required to notify the identified defects in the provided Services in writing to the Service Provider (hereinafter referred the “Complaint”) without undue delay, but at the latest within 5 days after the Client has become aware of the relevant defect, otherwise the Client’s right to enforce any claim(s) under the liability for defects in the provided Services will cease to exist after the lapse of the above time limit.

13.4    The Service Provider will not be liable for defects occurring as a result of:

a)    improper or incorrect handling of the subject of performance of Service by a person other than the Service Provider after the Service has been performed,

b)    the fact that the Service Provider marked the subject of Services, or any of its part, as unfit for use and/or not meeting the requirements resulting from the Work Procedure and the Client (or a Client’s person, such as the Final Customer) has released such item for subsequent use and/or in further circulation despite such fact,

c)    defects/insufficiencies in the Work Procedure which, nonetheless, have been approved by the Client,

d)    a Force Majeure event; for the purposes of these GCTC, a Force Majeure event is deemed (without limitation) a war, invasion, acts of foreign adversary, foreign adverse acts, civil war, mutiny, acts of civil disobedience, consequences of military or usurping powers, confiscation or nationalization or seizure or destruction under an order, or in the course of execution of any order issued by governmental or other public bodies, consequences of the use of any military weapons utilising nuclear fission or radioactivity irrespective of whether at the time of peace or war, industrial incidents, natural disasters, protracted power failures, crisis and/or other emergency circumstance(s); however, events such as, without limitation, shortage of qualified labour force, non-performance of obligations by persons cooperating with the Contracting Parties, unfavourable economic situation of a Contracting Party will not be deemed Force Majeure events.

13.5    The Client will be required to provide the Service Provider with all the necessary co-operation (particularly, but not limited to the Service Provider’s request) required in the process of verification of a Complaint; the Client is mostly required to provide photo documentation, background documentation, records of communication, data held by the Client or the Final Customer and information relating, or possibly relating to the Complaint and/or the Service being the subject matter of the Complaint.

13.5.1    Breach of the Client´s obligation referred to in Article 13.5 of these GCTC results in voiding of any entitlements under defects about which the Complaint has been made.

13.6    The Complaint settlement has to commence without undue delay after its claiming, at the latest within 10 business days, and has to be resolved in the shortest possible time. The Service Provider shall either recognize or refuse a Complaint within 15 days of its claiming.

13.6.1    When the Service Provider confirms a Complaint, the Client shall be entitled for free removal of the defect, unless the Service Provider and Client provably agreed on a different manner of Complaint settlement.

13.7    When the Client normally uses 8D-Report, the Service Provider shall provide to the Client an 8D-Report according to 8D time limits.

13.8    When a written record on manner of Complaint settlement is made, such record has to be signed by the Client and the Service Provider’s authorized person referred to in Article 10.1 of these GCTC. The Client is entitled to present any comments or own opinions in the written record.

13.9    The Contracting Parties always have the possibility to agree on an alternative manner of handling and/or resolution of a Complaint in the written report on manner of Complaint settlement.

Article XIV

Ownership of Components; Liability for Damages and Compensation for Damages

14.1    The Service Provider shall not become the owner of Components received for the purpose of the Task implementation.

14.2    The Service Provider shall be liable for any inflictions made by his employees, causing any damage, loss or destruction of Components received by the Service Provider from the Client (and/or Final Customer) for the purpose of the Task implementation, provided that the mentioned conduct occurs during the Task implementation time; however, the Service Provider shall not be liable for such infliction, when the damage, loss or destruction of Components occurs regardless this infliction, or when it is a conduct, by which the Service Provider’s employee averted a direct threat caused not by him, or if the damage was caused in defence against an imminent or continuing attack.

14.3     When a damage occurs, and pursuant to Article 14.2 of these GCTC the Service Provider is liable for it, the damage shall be compensated through restoration in the original condition or pecuniary compensation; the right of choise belongs to the Service Provider.

14.4    Limits of compensation

14.4.1 When the entitlement to a damage compensation occurs, the Service Provider will compensate for full damage and in any case up to 25% of the value of a Task according to the Order, and up to 25% of the monthly volume of the Task to which the damage relates in the case of long-term Tasks (the implementation of which extends beyond 30 days). Long-term Tasks shall be deemed Tasks that take more than one month to implement and the maximum limit of compensation for damage shall not exceed (regardless of the preceding limits) EUR 100,000.- for each separate Task according to an Order.

Article XV

Delivery of Documents, Confidentiality of Information and Confidentiality Obligation

15.1    Any notices, requests, demands, requests for consent or any other communication served by one Contracting Party to the other in e-mail, fax or documentary forms shall require a response from the other Contracting Party in the same or similar manner, i.e. response has to be made also in e-mail, fax or documentary form allowing for unambiguous recording of the contents of the response. In the case of non-compliance with the form of the response, the burden of evidence with respect to the contents and delivery of the response rests on the sender.

15.2    Contents of a fax transaction shall be deemed delivered if the sender can obtain a fax machine-generated printout confirming its error-free delivery. If any problem of technical nature occurs during the process of transmission of fax rendering the contents of the message impossible to read, the receiving Contracting Party is required to inform thereof the sending Contracting Party without undue delay and to request repeated delivery of the fax message and/or delivery in an alternative way. The Service Provider receives fax communication on working days from 8:30 o’clock until 15:30 o’clock (hereinafter referred to the “Operation Hours”); fax messages delivered to the Service Provider outside the above Operation Hours shall be deemed delivered at the beginning of the subsequent Operation Hours (i.e. at 8:30 o’clock of the next immediately following working day).

15.3    Contents of an e-mail shall be deemed delivered if i) its receipt and/or review is acknowledged manually, ii) the e-mail reply containing the original e-mail message that is to be delivered has been received; only an automatic reply without intervention of the addressee shall not be deemed proof of due and proper delivery.

15.4    Written communication exchanged between the Contracting Parties shall be deemed duly delivered:

a)    on the date of its actual delivery to the addressed Contracting Party;

b)    on the date of futile expiry of the time limit for collection at the post office, also if the addressee was not aware of the deposition;

c)    on the date of an unsuccessful attempt to deliver the communication, if the delivery was obstructed by intentional act of the addressee, in particular by addressee’s refusal to receive the communication.

15.5    The Contracting Parties shall treat confidential all and any facts of which they become aware in association with performance provided under a contractual relationship established according to these GCTC and which relate to the other Contracting Party, if such information is of a provable commercial significance to the other Contracting Party or other competitors on the market.

15.5.1    Confidential information shall also be deemed all facts and information comprising trade secrets in the sense of Section 2:47 as well as 2:55 of the Act No. V from 2013, the Civil Code of Hungary, as amended, and also any information provably and unambiguously identified as confidential by the other Contracting Party. Without prejudice to the above statements trade secrets shall include any fact, information and other data, or a compilation thereof, connected to economic activities, which are not publicly known or which are not easily accessible to other operators pursuing the same economic activities, and which, if obtained and/or used by unauthorized persons, or if published or disclosed to others are likely to imperil or jeopardize the rightful financial, economic or commercial interest of the owner of such secrets, provided the lawful owner is not subject to actionability in terms of keeping such information confidential. Commercial secrecy shall also apply to technical, economic and other practical knowledge of value held in a form enabling identification, including accumulated skills and experience and any combination thereof (hereinafter referred to as „know-how”), if acquired, used, disclosed or published in violation of the principle of good faith and fair dealing. This protection shall not apply where a person obtains the know-how, or any knowledge which essentially has the same attributes:

a)    by means of development independent of the proprietor; or

b)    by way of testing or analyzing a lawfully acquired product or lawfully received service.

15.5.2    Confidential information shall also be deemed any information of technical, trade or commercial nature (including product plans, development plans, forecasts, analyses and strategies), specifications, plans, charts, training materials, formulas, sketches, models, samples, procedures, ideas and inventions (also if not subject to special protection), data, software, or documentation in any form, whether on any material carrier or provided verbally, as well as information received from a person other than a Contracting Party, provided that such other person is subject to the confidentiality obligation. Confidential information shall also be deemed information concerning the situation of either of the Contracting Parties, its products, processes and performance.

15.5.3    To avoid disputes about the nature of information, the Contracting Parties have agreed that a Party disclosing information that is required to be deemed confidential to the other Party, pursuant to the provisions of this Article, shall unambiguously mark such information as confidential.

15.6    The confidentiality obligation shall not apply to facts that:

a)    are or will be made available to employees or third persons in relation to performance of activities under the contractual relationship established pursuant to these GCTC on the “need to know” basis due to their work position, office held and/or their role in the performance under the contract, provided that the relevant Contracting Party is required to inform such person about the confidential nature of the disclosed information;

b)    were provably obtained from a third person that is authorized to disseminate such information; or

c)    have been developed by a Contracting Party independently and without using any confidential information according to the provisions of this Article.

15.7     The following will not be considered a breach of the confidentiality obligation:

a)    disclosure of information to third persons holding an interest in the company of either of the Contracting Parties, provided that such persons are informed in advance about, and subjected in writing to the confidentiality obligation;

b)    disclosure of information to legal advisors or other representatives, who are required to abide by the confidentiality obligations by the operation of law, for the purpose of due and proper performance of their activities, provided that such persons has to be informed in advance of the confidential obligation related to the matter in question;

c)    disclosure of information after the other Contracting Party’s prior written consent to the disclosure of individual information protected by the confidentiality obligation has been obtained;

d)    disclosure of information to relevant authorities for the purposes of judicial proceedings, arbitration proceedings and/or proceedings before any other public authority, provided that such authority must be informed in advance about the confidential nature of the disclosed information to allow it to take necessary precautions (e.g. holding closed proceedings);

e)    disclosure of information to a governmental, bank, tax or other authority with supervisory powers that is authorized and competent to request such information in compliance with the applicable legal regulations, provided that such authority has to be informed in advance about the confidential nature of the disclosed information to allow it to take necessary precautions (e.g. holding closed proceedings),

f)    disclosure of information a Contracting Party is required to make by the operation of law.

15.8    The Contracting Parties are further making themselves obliged to protect any information pertaining to the other Contracting Party that are subject to confidentiality pursuant to this Article at least in the same extent as if such Party’s own information was concerned and undertake to impose a confidentiality information of the same scope also on their organizational units/branches, managerial staff or employees (and/or co-operating persons) coming in contact with such information and each of the Contracting Parties shall be fully liable for breaches of obligations by such persons.

15.9    The confidentiality obligation shall continue for the term of the contractual relationship established in conformance with these GCTC and thereafter for three (3) additional years and shall pass onto the Parties’ legal successors in title, if any.

Article XVI

Common and Final provisions

16.1    These GCTC, including any Order as well as separate contracts (Article 16.1.1 of these GCTC) shall be governed by and construed in accordance with the laws of Hungary. Contractual relationships between the Contracting Parties not regulated in these GCTC or any Order shall be governed by the law of the country where the Service Provider has his habitual residence (i. e. Hungary) including, without limitation, the applicable provisions of the Act No. V from 2013 (the Civil Code, especially the rules dealing with contracts for work). Should these GCTC and/or the Order regulates some relationships between the Contracting Parties in a different way than the law, the GCTC and contractual regulation shall prevail, provided that the contradiction relates the dispositive provisions of the law. When a conflict between these GCTC and an Order occurs, preference should be given to the Order.

16.1.1    When a contractual relationship between the Service Provider and Client has been established under a separate contract (i.e. not under an Order pursuant to Article IV), references in these GCTC to Orders shall be references to such separate contracts.

16.2    For the purposes of determination of jurisdiction, the place of performance under contract shall be deemed the place of the Task implementation (Article 4.2.1 letter c/ of these GCTC).

16.2.1    If the provisions dealing with conflicts of law allow for the choice of a particular governing law, relationships between the Service Provider and the Client, established according to these GCTC, shall be governed by the Hungarian law. Should the conflict of law provisions allow for the choice of jurisdiction, then any disputes between the Service Provider and the Client arising out of contractual relationships established according to these GCTC shall be resolved by the competent Hungarian courts.

16.3    These GCTC shall become valid and effective on the date specified in the heading. As on the same date, the GCTC issued by the Service Provider on 1 February 2011 cease to be valid and effective; nonetheless, contractual relationships established under Orders incorporating then valid GCTC shall be governed by the then valid GCTC.

16.4    The Service Provider is entitled to unilaterally amend these GCTC at any time. The Contractual relationship between the Client and Service Provider established according to a particular Order shall be governed by the GCTC as valid and in effect at the time of proper delivery of the confirmed Order to the Service Provider.