I. Introductory provision
These general terms and conditions of Hyundai Transys Slovakia s.r.o., ID No. 47 746 122, with registered seat Bratislavská cesta 119, 010 01 Žilina, company registered in the Commercial Register kept by District Court in Bratislava I in section Sro, insert no. 98417/B are issued to be used as a part of contracts during all business transactions between the company Hyundai Transys Slovakia s.r.o., ID No. 47 746 122 and its suppliers.
2.1. „OHSP“ shall mean occupational health and safety protection.
2.2. “Hyundai Transys” shall mean Hyundai Transys Slovakia s.r.o., ID No. 47 746 122.
2.3. “Supplier” shall mean a supplier supplying Hyundai Transys with goods or services. Supplier is for the purpose of GTC differentiated as Direct Supplier and Indirect Supplier. Direct Supplier supplies Goods which is a part of product for Customer. Indirect Supplier supplies for Hyundai Transys goods different from Direct Supplier.
2.4. “Hyundai Transys’ Property” shall mean all machinery, equipment, supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns and other items secured by Hyundai Transys directly or indirectly for the Supplier to perform the Contract, or for which the Supplier has been paid by Hyundai Transys.
2.5. “Ban on competition” shall mean act defined in article 13.6.
2.6. “LOI” shall mean proposal of Contract from the side of Hyundai Transys sent to the Supplier in electronic form, in writing or by another way, containing at least delivery term, required amount of delivered Goods and place of delivery.
2.7. “Commercial Code” shall mean Act No. 513/1991 Coll. Commercial Code as amended.
2.8. “Receipt of the Goods” shall mean moment of taking over the Goods supplied to Hyundai Transys after initial control by Hyundai Transys. For elimination of doubts, goods taken over shall mean goods on which initial control has been made by Hyundai Transys.
2.9. „FP“shall mean fire protection.
2.10. “Parties” shall mean together Hyundai Transys and Supplier.
2.11. “Goods” shall mean all materials, supplies, articles, equipment, structures, work or services provided on the basis of the Contract, including installation, supervision, delivery, start-up, testing, inspection, technical services or other related services, or maintenance.
2.12. “GTC” shall mean these general terms and conditions.
2.13. “Retained VAT” shall mean VAT retained by Hyundai Transys in accordance with article 6.11.
2.14. “Customer” shall mean Kia Motors Slovakia s.r.o., ID No. 35 876 832 or any other person to which Hyundai Transys supplies its products or provides services.
2.15. “Contract” shall mean agreement between the Supplier and Hyundai Transys on purchase or delivery of Goods concluded on the basis of LOI.
III. Conclusion of contract and supplies of Goods
3.1 The Contract shall be concluded at the moment of acceptation of LOI by the Supplier. An acceptation of the Supplier in electronic form or by another way accepted by Hyundai Transys and in time accepted by Hyundai Transys is considered to be the acceptation of the LOI. If the LOI is not accepted by the Supplier by this way and yet it delivers the ordered Goods, Hyundai Transys is entitled to refuse their takeover; if Hyundai Transys takes over the Goods, the Contract is considered to be concluded at the moment of the takeover of the Goods. Hyundai Transys is entitled to cancel or to change LOI before the acceptance by the Supplier or before the take over of Goods by Hyundai Transys; the Supplier is not entitled for the compensation of expenses connected with the cancellation of the LOI. The Supplier is entitled to change the price of the Goods because of change of LOI only if it notices Hyundai Transys in electronic form or by another way accepted by Hyundai Transys about such change without delay from receipt of the change of LOI.
3.2. By acceptation of LOI with these GTC or by other form of reference on these GTC, GTC shall become an integral part of the Contract; other terms or conditions stated by the Supplier in its forms or proposals shall apply only if Hyundai Transys agrees with them in writing.
3.3. The Supplier shall deliver the Goods according to DDP INCOTERMS 2000 and in quality, quantity, design, terms and packed in accordance with the Contract and Hyundai Transys’ requirements, by route and mode of transportation, if stated in the Contract, to the seat of Hyundai Transys or other place stated by Hyundai Transys in the Contract. Hyundai Transys is not obliged to accept the Goods in excess of quantity stated in the Contract, and is not obliged to pay for such Goods. If the Supplier chooses the route of transport or mode of transportation and higher expenses occur than when using other route of transport or mode of transportation, such higher expenses shall be born exclusively by the Supplier, who is not entitled to require such expenses from Hyundai Transys.
3.4. The Goods are considered to be delivered at the moment when Hyundai Transys receives, together with the flawless Goods, all the documents necessary for takeover of Goods corresponding to their kind and purpose, especially delivery protocol containing information required by Hyundai Transys.
3.5. For the Goods that may contain potentially hazardous materials, if requested by Hyundai Transys, the Supplier shall promptly deliver to Hyundai Transys Material Safety Data Sheet (MSDS) with a list of all potentially hazardous ingredients in the Goods, quantity of one or more such ingredients and information concerning any changes or additions to such ingredients. Together with delivery of Goods, the Supplier shall furnish to Hyundai Transys sufficient warning and notice in writing, including appropriate labels on the Goods, containers and packing, noticing of any hazardous material that is an ingredient or a part of any of the Goods, and special handling instructions that will best prevent bodily injury or property damage.
3.6. Any technical changes (including processes, machines and materials) may be done only with prior written consent of Hyundai Transys and in compliance with conditions stated by Hyundai Transys.
3.7. If the Goods are not delivered within the stated period, Hyundai Transys is entitled to withdraw from the Contract and to refuse acceptance of the Goods, including the cases where the default of
the Supplier is caused by force majeure (art. XIV.). The Supplier is obliged to remove the refused Goods within 2 working days from the seat of Hyundai Transys or another place of delivery at its own expenses. Hyundai Transys is also entitled to order Goods from another supplier, whereas all the expenses shall be paid by the Supplier. The Supplier is in case of its default obliged to pay damages including damages to Hyundai Transys in the amount corresponding to the amount that Hyundai Transys was obliged to pay to third persons because of default of Supplier. In case of default of the Supplier, Hyundai Transys is entitled to require payment of contractual penalty in the amount of 0,05% from late or not delivered Goods for each day of delay, 20% from the price of the Goods at most.
3.8. The Supplier is entitled to use subcontractors for performance of particular obligations from the Contract only with previous written consent of Hyundai Transys. The Supplier shall be responsible for the deliveries of Goods made by subcontractors as if made by itself.
3.9. The ownership of Goods shall be transferred to Hyundai Transys at the moment of its takeover at its seat or other place stated in the Contract.
3.10. The risk of damage shall be borne by the Indirect supplier until the Goods are inspected by authorized representative of Hyundai Transys and until acceptation of such Goods. Direct Supplier bears the risk of damage of Goods until the moment when final product of Hyundai Transys containing Goods of Direct supplier undergoes a final inspection of product before storage for shipment to the Customer.
IV. Hyundai Transys’ Property
4.1. If the Goods were developed by Hyundai Transys or produced, even partially, with Hyndai Transys’ Property, or if Hyundai Transys paid part or all of the costs for development of Goods, the Supplier is entitled to sell and supply such Goods only to Hyundai Transys, unless Hyundai Transys granted previous written consent with supply of such Goods to a particular third person.
4.2. Hyundai Transys’ Property shall be and remain the sole and exclusive property of Hyundai Transys and shall be held by the Supplier on a bailment basis. The Supplier shall pay all license fees, assessments and taxes, and shall provide without undue delay after receiving Hyundai Transys’ written request for a proof of the payment of such fees, assessments and taxes. Hyundai Transys’ Property shall at all times be properly housed and maintained by the Supplier at its sole expense and shall not be used for any purpose other than the performance of the Contract. Hyundai Transys’ Property shall be visibly marked by the Supplier as the property of Hyundai Transys so that it cannot be commingled with the property of the Supplier or with that of a third person. Hyundai Transys shall have the right to enter the Supplier’s premises and other property during normal business hours to inspect, retrieve or recover Hyundai Transys’ Property and Supplier’s records with respect thereto. Upon request of Hyundai Transys, Supplier shall secure access to property of third persons for purpose of inspection, retrieval or recovery of Hyundai Transys’ Property and Supplier’s records with respect thereto. Upon request of Hyundai Transys, or in case of termination of the Contract from any reason and in any way, the Supplier is obliged to immediately release Hyundai Transys’ Property, properly packed and marked, and to hand it over to the carrier selected by Hyundai Transys to transport it to any location as designated by Hyundai Transys. The Supplier is in case of termination of Contract from reasons on side of Hyundai Transys entitled to require payment for such expenses on such transport of Hyundai Transys’ Property which provably arose.
4.3. The Supplier shall adequately insure Hyundai Transys‘ Property against loss, theft or deterioration, and shall prove existence of such insurance to Hyundai Transys if required by submission of insurance contract and other documents proving payment of insurance rate.
V. Goods inspections
5.1. The Supplier shall supply Goods without any defects of material, composition and work, suitable for all the stated conditions, specifications, drawings, plans, specimens and other documents, and without any legal defects. The Supplier also undertakes to supply Goods that will fulfil all required material, technical and legal characteristics for its proper use at least for the time referred to as "Warranty Period" stated in Section VII of these GTC. The Supplier shall also deliver Goods merchantable, fit and suitable for the purpose intended or for the purpose for which the same type of Goods is generally used, and in the best quality, and without any defects that could result from copyright, patent or other intellectual property rights.
5.2. The Supplier shall keep all relevant records connected with the Contract, and thus for at least three (3) years after supply of Goods according to the Contract, or for the period stated by relevant legal regulations, if such period is longer.
5.3. Hyundai Transys and its designated representatives or employees are authorised to make initial control of supplied Goods and assessment of the quality (including all equipment and materials used in its manufacture) immediately after delivery to Hyundai Transys. Hyundai Transys may also inspect and assess all Goods, including all tooling and material used in their manufacture, at any time and any place. If the Goods or its part do not correspond to requirements according to art. 5.1 of these GTC, Hyundai Transys may revoke acceptance, or return it back to the Supplier, and require correction, all at the Supplier’s expenses and risks. Any substitution of material to be used in the Goods, without Hyndai Transys’ prior written approval, will be considered as substantial breach of the Contract and is the reason for withdrawal from the Contract. Provision of Section 428 subsection 1 of Commercial Code shall not apply during performance of the Contract.
5.4. If any Goods or its parts are rejected as nonconforming, the Supplier shall, at its cost and as instructed by Hyundai Transys, control in required range by Hyundai Transys, repair such Goods, or to replace the Goods with replacement Goods without defects corresponding to original Goods. Hyundai Transys is also entitled to perform the rework itself, in which case the cost of such rework shall be offset against the price for rejected Goods charged by the Supplier, or to charge it separately to the Supplier.
5.5. Further, Hyundai Transys may require that the rework is performed on Hyundai Transys’ or Hyundai Transys’ customers’ premises by the Supplier, in which case Hyundai Transys shall provide Supplier with reasonable access to such premises and otherwise assist Supplier with such arrangements as are necessary to perform the rework. If the Supplier does not start the rework of defective Goods or if it does not change the defective Goods according to requirements of Hyundai Transys and within the time stated by Hyundai Transys, it is obliged to remove the defective Goods from the place of delivery of Goods at its own expenses and risks, and to return the paid price for defective goods to Hyundai Transys, if already paid. If the Supplier does not remove such Goods within 24 hours after Hyundai Transys’s oral, phone or written request, Hyundai Transys may remove such Goods from the place of delivery itself and may request payment of expenses from the Supplier together with price of the defective Goods, if already paid.
5.6. The Supplier may use temporary employees or subcontractors to perform rework only with Hyundai Transys’ prior written consent. At all times, such temporary employees or subcontractors shall not be employees or independent contractors of Hyundai Transys. Employees and contractors of the Supplier must comply with all of the Hyundai Transys’ practices, policies, and procedures in effect when on Hyundai Transys’ premises to perform rework, and Hyundai Transys may exercise such supervisory control as is necessary to ensure compliance. Notwithstanding Hyundai Transys’s right to exercise supervision, it is Supplier’s responsibility to supervise its employees and contractors performing rework on Hyundai Transys’ premises.
VI. Price and payment terms
6.1. Price of Goods is agreed in line with Act on prices No. 18/1996 Coll. as amended. Agreed price is without VAT and is determined separately for each item. VAT will be added based on applicable legislation.
6.2. The Supplier warrants that the prices for the Goods sold to Hyundai Transys are no less favorable than the Supplier currently extends to any other customer for the same or similar Goods in similar quantities. If the Supplier reduces its prices to others for the same or similar Goods, the Supplier shall reduce the prices to Hyundai Transys for such Goods correspondingly.
6.3. All the expenses are included in the price of the Goods, unless otherwise agreed by Hyundai Transys and the Supplier in writing.
6.4. The Supplier is entitled to issue an invoice after delivery of the Goods and approval of delivery note or other document, serving as the basis for invoicing, by Hyundai Transys; however, not later than 15 days as of proper delivery of Goods. In case that Supplier issues periodically invoices for the certain time period, he is entitles to issue invoice only after approval of the amount of delivery Goods by Hyundai Transys, which should be the subject of invoicing, however, not later than 15 days as of proper delivery of Goods.
6.5. Hyundai Transys is obliged to pay the invoice duly issued by the Supplier only if it is an invoice for proper and timely delivery of the Goods that fulfil the requirements according to paragraph 5.1 of
6.6. The invoices issued by the Supplier as tax and accounting documents must contain legally prescribed data, number of LOI (Contract) and tariff code for respective items. The Supplier is also obliged to attach a copy of approved delivery note or another document serving as the basis for invoicing to the invoice.
6.7. If the invoice does not contain essentials and amendments according to previous paragraph or if it contains an error, Hyundai Transys is entitled to return the invoice to the Supplier for correction.
New agreed term of payment shall start to run after delivery of rectified invoice.
6.8. Invoices are due within 45 days from delivery and registration of invoice by Hyundai Transys provided that the particulars mentioned in this article are fulfiled.
6.9. If Hyundai Transys is in delay with payment of the price for Goods for more than 10 days, the Supplier is entitled to require the late charges in the amount stated by legislation from Hyundai Transys,
20% from the price of the Goods at the most. Hyundai Transys shall not be in delay with payment if it does not pay any invoice issued by the Supplier in the term of payment because the Goods were not paid by an investor; in such case Hyundai Transys is obliged to pay price of the Goods within 10 days from the payment of the Goods by an investor. Besides Customer, the client of Hyundai Transys, which shall pay the price of Goods on the basis of the agreement with Hyundai Transys, shall also be considered as the investor according to this article of GTC.
6.10. Supplier agrees that it will not assign its claims against Hyundai Transys (or does not trade with them otherwise) to a third party without the prior written consent of Hyundai Transys. In case of violation of this arrangement, Supplier is obliged to pay to Hyundai Transys contractual penalty in amount of 20% of the value of assigned receivable. For the avoidance of any doubt, this does not
affect the invalidity of such an act. Right of Hyundai Transys to compensation is not affected.
6.11. If Supplier is listed in the register of VAT payers, with respect to whom reasons for cancellation of registration under the Act no. 222/2004 Coll. on VAT, as amended occurred, Hyundai Transys has
the right not to pay to Supplier amount of VAT stated on the invoice issued by such Supplier (hereinafter „Retained VAT“). Hyundai Transys will not be considered in breach of obligation towards Supplier, ie it will not be in delay. Hyundai Transys shall inform Supplier about Retained VAT within 15 business days as of due date of invoice whereby in such case Hyundai Transys
a) will pay Retained VAT to Supplier if Supplier proves to Hyundai Transys that it payed Retained VAT to respective tax authority through submission of (i) affidavit that Retained VAT was payed to respective tax authority and (ii) copy of VAT return of Supplier in which the invoice to which Retained VAT refers was included and (iii) copy of bank account statement of Supplier proving payment of VAT for respective VAT period. In case Supplier will not have a VAT liability in the respective VAT period, it shall provide Hundai Transys with any documents, affidavits or information requested by Hyundai Transys. Supplier shall deliver to Hyundai Transys respective documents within 5 business days as of delivery of notice by Hyundai Transys regarding Retained VAT. In case of meeting the conditions stated in this letter a), Hyundai Transys shall remit the Retained VAT to Supplier within regular period for payment of invoices whereby the period shall start to commence at the date of meeting the all conditions in this letter a). By acting in line with this letter a), Hyundai Transys is not in default with payment of its monetary obligations towards Supplier or
b) in case Supplier does not meet the obligation stated in letter a), Hyudai Transys may remit the Retained VAT to tax authority of Supplier whereby Obligation of Hyundai Transys towards Supplier will be considere to be fulfilled properly and timely (Supplier is not authorised to claim any sanctions towards Hyundai Transys). Hyundai Transys shall inform Supplier about remittance of Retained VAT within 20 business days as of its payment to tax authority.
6.12. Supplier at the date of signing the Contract submits to Hyundai Transys statement about whether it is a related party to Hyundai Transys within the meaning of § 2 let. n) of the Act no. 595/2003 Coll. on Income Tax as amended. Supplier is obliged to notify Hyundai Transys in writing within 5 days as of occurence any change related to personal, economic or another relation with respect to Hyundai Transys in connection with § 2 let. n) of the Act no. 595/2003 Coll. on Income Tax, as amended. In case of violation of this obligation, Supplier is obliged to pay to Hyundai Transys for each such violation a contractual penalty in amount of 0.5% of the contract price of Goods supplied by Supplier to Hyundai Transys as of start of business relationship.
6.13. Other payment terms shall be stated in particular Contracts.
VII. Liability for defects
7.1. The Supplier shall be responsible for defects that show as discrepancy with the Contract and with paragraph 5.1 of GTC after takeover of the Goods and in the warranty period. Provisions of ection 428 subsection 1 and Section 435 subsection 2 of Commercial Code shall not apply.
7.2. The warranty period in the case of Goods delivered by Indirect Suppliers shall be stated by certificate of warranty or by proof of purchase but at least 1 year. Certificate of warranty or proof of purchase shall contain name and surname or business name of the Indirect Supplier, its ID number, seat, if it is legal person, or residence, if it is an individual, content of the warranty granted, its extent, conditions, time of validity and the way, in which it is possible to apply claims resulting from the warranty. The Indirect Supplier is obliged to hand over such document to Hyundai Transys together with the Goods on which the warranty is given. If the Indirect Supplier does not hand over the certificate of warranty or proof of purchase according to the previous paragraph, Hyundai Transys is entitled to require penalty in the amount of ten percent of the price of Goods, for which such a document was not handed over. The warranty period starts from the day of taking over the Goods.
7.3. When the Goods is delivered by Direct Supplier, the extent of the warranty period shall be 10 years or 160,000 km (whichever occurs first) and starts to run from the moment of delivery of the Goods to the Customer; warranty period for service parts (art. VIII. of GTC) is stated as 1 year or 20.000 km (whichever occurs first) and starts to run from the moment of delivery of a service part to the Customer or other place of delivery. The warranty period may be changed, even shortened, by agreement of the parties.
7.4. If a Customer of Hyundai Transys makes a warranty claim at Hyundai Transys, Hyundai Transys shall claim them from the Supplier.
7.5. The Supplier shall, within 30 days from receiving the warranty claim, either notify Hyundai Transys in writing of acceptance of the warranty claim and propose the manner of removal of defect,
or request for return of the Goods to evaluate the defects and its existence; if the Supplier fails to respond within the stated period, Supplier shall be deemed to have accepted the warranty claim, unless it can demonstrate a justifiable reason for failing to respond.
7.6. Once Supplier receives the returned Goods, it shall investigate whether there are claimed defects in the Goods, together with Hyundai Transys’ inspector if requested by Hyundai Transys. The report shall be drawn up from such investigation containing investigation results within 2 weeks from returning the Goods to the Supplier.
7.7. If the investigation results according to previous paragraph show that the Goods has claimed defects, for which the Supplier is responsible, the Supplier shall remove the defects without unnecessary delay, 3 weeks from receiving the returned Goods at the latest, and to pay to Hyundai Transys all the expenses and damages that have incurred toHyundai Transys in connection with the
defective Goods; Hyundai Transys may offset the claim for expenses and damages against the price of the Goods.
7.8. Supplier shall indemnify, defend and hold harmless Hyundai Transys and its contractors, employees, representatives and customers from any claim, loss, health damage (including death) or property damage, including court costs occurred in connection with the Contract or the Goods.
VIII. Supply of service parts
8.1. The Supplier shall sell to Hyundai Transys or its Customers service parts necessary for repair of Goods delivered by the Supplier during the execution of the Contract and for at least 15 years after
termination of the Contract on the basis of orders of Hyundai Transys, unless otherwise agreed by the Supplier and Hyundai Transys in particular cases.
8.2. Hyundai Transys shall pay the price in the amount of price for the relevant part at the moment of conclusion of the Contract and costs for transport of such part during the first five (5) years after conclusion of the Contract. Thereafter, the part price for Hyundai Transys shall be not higher that the last price stated in the last Contract concluded between the Supplier and Hyundai Transys before supply of such service part.
8.3. If the parts are manufactured in a country other than the country in which the place of delivery is, the Supplier shall mark the services parts shipped for Hyundai Transys “Made in ...”.
8.4. Together with the service parts, the Supplier is obliged to supply all service literature and other documents concerning the service parts.
IX. Damages and expenses
9.1. Any rights and remedies reserved to Hyundai Transys in these GTC or Contract shall be cumulative with, and in addition to, all other or further remedies provided by Slovak law. Should any Goods fail to conform to the conditions stated in these GTC and/or in Contract, Hyundai Transys shall notify about this Supplier and Supplier shall reimburse Hyundai Transys for all damages and expenses caused by such nonconforming Goods, including, but not limited to, expenses or loss of profit incurred by Hyundai Transys in inspect of, sorting, repairing or replacing such nonconforming Goods, resulting from production interruption, and/or claims from health or property damages caused by nonconforming Goods.
9.2. If the Goods have defects and do not correspond to the conditions according the paragraph 5.1 of this GTC at delivery or in warranty period, Hyundai Transys is entitled to claim from the Supplier compensation at least to the extent that such compensation is required for defective Goods to Hyundai Transys from Customer.
9.3. In addition to the compensation resulting from the demands of Customer, according to the previous paragraph, the Supplier shall pay the costs and damages which occur by the reason of the defective Goods on the part of Hyundai Transys as stated in Annex 1 to these GTC.
9.4. Supplier hereby represents that it is not in breach of any effective and valid generally binding regulation in Slovak Republic during performance of its activity. Hence, Supplier properly and on time fulfils all obligations resulting from Slovak legislation including legislation regarding illegal employment. Supplier hereby guarantees that towards employees, it pays properly and timely wages and other wage requirements in full amount to which they are entitled at the payment date, employees are being secured working environment in line with applicable legislation. Supplier hereby commits itself that it will secure compliance during duration of contractual relationship with Hyundai Transys. Contracting parties are aware and acknowledge that above representations of Supplier and obligations of Supplier are of substantial importance for Hyundai Transys. If it proven that the representations are not true or any obligation of Supplier was breached, Hyundai Transys would not be interested in conclusion of this contractual relationship or its continuation; moreover, it would be considered as reason for termination by withdrawal. In case of unlawfulness of any representation of Supplier or breach of any obligation stated in this section, Hyundai Transys suffers any harm (direct, indirect damage or any other harm even non-monetary), Supplier is obliged to compensate Hyundai Transys any such harm without delay after Hyundai Transys proves harm to Supplier by way of decision of public authority, expert appraisal, accounting documents or other demonstrable way (one way of proving is sufficient). Contracting parties agree that as harm on side of Hyundai Transys is considered also harm that is imminent in case it is evident that harm will occur (e.g. effectiveness of decision on imposing of penalty but before its payment by Hyundai Transys). Hence, Supplier shall compensate harm to Hyundai Transys irrespective whether effects of harm occurred to Hyudai Transys. In case Supplier met his obligation to compensate harm, Supplier is not relieved of a further payment obligation if later it is proven that harm of Hyundai Transys was of a greater extent or other consequences of breach of representation or obligation occurred.
9.5. Besides the above-stated expenses, harm in the stated amount Hyundai Transys may also require from the Supplier payment of any other expenses or damages that were incurred by Hyundai Transys in connection with supply of the nonconforming Goods supplied by the Supplier.
9.6. Hyundai Transys is authorised to request from Supplier also damage exceeding the contractual penalty.
10.1. Direct Supplier or Indirect Supplier supplying Goods, which is directly used or needed in the production of final products of Hyundai Transys, is obliged to take out insurance which will cover in an adequate extent any claim for compensation against the Supplier in accordance with point IX of GTC.
10.2. Supplier who shall obtain insurance in accordance with paragraph 10.1, shall provide confirmation for the conclusion of this insurance at any time upon request of Hyundai Transys.
XI. Intellectual property rights
11.1. The Supplier shall not use the patent rights, utility model rights, trademark rights, copyright or any other intellectual property that are owned by Hyundai Transys for any other reason than fulfilment of Supplier´s obligations under the Contract. The Supplier shall not grant, without the prior written consent of Hyundai Transys, any right to use Hyundai Transys’ intellectual or industrial property to any third party. In case of breach of this obligation Hyundai Transys may require payment of penalty in the amount of 500 Euros for each case of breach; the right for damages shall not be affected by payment of the penalty.
11.2. In the event the Supplier acquires intellectual or industrial property relevant to the Goods or their production, it shall grant Hyundai Transys an exclusive, irrevocable, worldwide and free of charge
license with unlimited time to use this this right.
11.3. The Supplier shall, at its sole expense, defend and pay all damages and costs awarded in any proceeding brought against Hyundai Transys, its employees, suppliers or Customers, in which it is claimed that the manufacture, sale or use of any Goods or parts of Goods constitutes an infringement of any patent or other proprietary right. If such manufacture, sale or use is held in any such proceeding to constitute an infringement of any patent or other proprietary right, the Supplier shall, at its own expense, either procure for the Hyundai Transys the right to manufacture, sell or use such Goods or replace the Goods with substantially equal but noninfringing Goods or modify the Goods to make them substantially equal but noninfringing or remove the Goods from the stated place of delivery at its own expense and refund the price of such Goods to Hyundai Transys and to pay all the costs incurred in the connection with such removal.
XII. Occupational health and safety protection, fire protection, environmental protection
12.1. The Supplier shall observe legal regulations concerning OHSP and FP and is responsible for the observation hereof by its employees or subcontractors.
12.2. The Supplier shall create conditions for cover of OHSP especially by securing that all its employees and subcontractors are skilled and healthy for deliveries of Goods. The Supplier shall submit documents proving skills and health to Hyundai Transys if asked. If this obligation is not fulfilled, Hyundai Transys is entitled to immediately forbid deliveries of Goods by these persons and to order those persons out of the seat of Hyundai Transys or another place of delivery of Goods; such action may not cause delay of Hyundai Transys. Hyundai Transys is also entitled to demand penalty in the amount of 500 Euros for each breach of this obligation.
12.3. The Supplier or its representative shall immediately inform Hyundai Transys or its representative about each work injury of its employee or subcontractor incurred while delivering the Goods, so that Hyundai Transys is in position to cooperate in investigation of causes and circumstances of the injury. The Supplier shall hand over to Hyundai Transys the copy of record about injury without delay after its completion.
12.4. The Supplier shall ensure fire precautions and require provision of FP on the place of delivery of Goods while delivering the Goods with increased fire hazard from its employees and subcontractors. The Supplier shall also ensure that its employees and subcontractors are skilled in FP and that the Goods with increased fire hazard, as well as the place of delivery of thereof, are fire secured by fire apparatus, escape ways, fire supervisor, etc.
12.5. The Supplier shall ensure that all its employees and subcontractors are familiar with internal regulations of Hyundai Transys concerning OHSP and FP and that they obey these regulations. The employees of the Supplier or its subcontractors are, while delivering the Goods, especially obliged to obey the prohibition of drinking of alcoholic drinks or using of other addictive substances and the prohibition of taking them into the seat of Hyundai Transys or other place of delivery of Goods.
12.6. The Supplier or its responsible representative shall after the occurrence of fire without delay report this fact to Hyundai Transys or its responsible representatives that this person shall have an immediate opportunity to participate in the investigation of the causes and circumstances of the fire and hand over to Hyundai Transys written report about fire, if there is a fire in the place of delivery of the Goods; by fulfilment of this obligation the obligation of the Supplier to report the fire to respective authorities is not affected.
12.7. The Supplier shall observe binding legal regulations concerning environmental protection and ensure their observation by its employees and subcontractors. The Supplier shall pay all the expenses incurred by any breach of such obligation, especially the penalty imposed by environmental inspection or other environmental protection authority.
12.8. The Supplier shall, if there is no other written agreement with Hyundai Transys, remove the waste created while delivering the Goods, ensure the disposal of them and their disposal in accordance
with applicable legislation.
13.1. Supplier shall have access to Hyundai Transys´ data and documents necessary for supply of Goods. These information may include, by way of example and not limited to, financial information, corporate strategy, product information, analyses, quantities, reports, pricing, specifications, technology, engineering and design data, drawings, processes, compilations, copies, notes, corporate records and any other data and documents, whether prepared by Hyundai Transys or its agents and also received prior to the date of this Contract (hereinafter as "Information"). All such Information provided to Supplier by Hyundai Transys is strictly confidential and embodies trade secrets and/or valuable proprietary information of Hyundai Transys.
13.2. In consideration of Hyundai Transys agreeing to Supplier's request for Information, Supplier agrees not to make any disclosure of such Information, and that all such Information is to be treated by
Supplier as confidential and proprietary, and to disclose the Information only to Supplier's employees /subcontractors directly involved in supply of Goods who need to know it to fulfill their obligation.
Supplier shall secure compliance with these obligations, in particular confidentiality obligation, by these employees/subcontractors, as well as for the time after the termination of the cooperation. Supplier is obliged within 3 business days as of request of Hyundai Transys to disclose the employees/subcontractors of Supplier, whom the Information has been disclosed. Confidentiality obligation shall apply to Information provided in any form (tangible, paper, e-mail and their attachments, other electronic way, orally).
13.3. Unless otherwise (i) specified by Hyundai Transys or (ii) stated in this article, all information provided by Hyundai Transys to Supplier must be treated as confidential.
13.4. Confidentiality obligation does not apply to information that is demonstrably: (i) public knowledge at the time of provision of Information or that is made public afterwards by other means than by a breach of restrictions arising from the obligation to maintain confidentiality by the Supplier under this Article or as per generally binding legal regulations, (ii) already public prior to disclosure to Supplier (iii) must be disclosed due to laws, governmental or court orders; in this case, Supplier shall immediately inform Hyundai Transys of any such order in writing, so that Hyundai Transys may seek a protective order or other appropriate remedy. Supplier bears the burden of proof for the existence of one of the specified exceptions.
13.5. Supplier agrees not to use the Information for any purpose except as directly needed for supply of Goods.
13.6. Supplier shall not misuse provided Information, directly or indirectly to gain a competitive advantage over Hyundai Transys; at the same time Supplier undertakes not to use provided Information, in any way that has/or may cause direct or indirect adverse impact on the business or activity of Hyundai Transys, particularly in relation to the owner of the Information (hereinafter as “Ban on competition”).
13.7. Supplier shall use a high degree of diligence with regards to secrecy, to avoid unauthorized dissemination, publication or use of Information.
13.8. If, at any time, including after the termination of Contract, Hyundai Transys requests that Supplier returns to Hyundai Transys all or any portion of Information previously disclosed to Supplier, Supplier shall, upon written request, within fourteen (14) days after receipt of such request, return all such Information to Hyundai Transys, including any copies, compilations, analyses or other notes derived from the Information. Information which are stored in electronic form shall be destroyed (including deletion / removal of Information from the computer or any other device or media where such information is contained /e.g. CD, DVD, USB, external memory unit, external data storage) within fourteen (14) days after receipt of such request from Hyundai Transys. Supplier shall also deliver to the
Hyundai Transys within fourteen (14) days of receipt of such written request a confirmation signed by its authorized representatives indicating that the requirements of this paragraph have been fulfilled.
13.9. Hyundai Transys makes no representation or warranty, expressed or implied, as to the sufficiency of the Information or its freedom from defect, nor shall Hyundai Transys incur any responsibility or obligation by reason of the Information.
13.10. Nothing contained in this article shall be construed by implication or otherwise as a commitment, agreement, or intent of Hyundai Transys to purchase any Goods, material or other thing from the
13.11. Nothing in this article nor in the disclosure or providing of Information to Supplier should be deemed by implication or otherwise to convey ownership, license or title to Supplier, or to any person in privity with Supplier, of any trade secrets, patent rights, trademarks, trade names, copyrights, information, assistance or other proprietary rights of Hyundai Transys, including rights that are derivative in nature.
13.12. Supplier acknowledges that remedies at law may be inadequate to protect Hyundai Transys against any actual or threatened breach of obligations stated in this article, and, without prejudice to
any other rights and remedies otherwise available to Hyundai Transys, Supplier agrees to the granting of injunctive relief (predbežné opatrenie/zabezpečovacie opatrenie) in Hyundai Transys’ favor without proof of actual damages.
13.13. If Supplier breaches any obligation stated in this article, Hyundai Transys may claim a contractual penalty of EUR 10,000 for each breach of obligation unless otherwise expressly set out herein. If
Supplier breaches Ban on competition, Hyundai Transys may claim a contractual penalty of EUR 50,000 for each breach of Ban on competition. Penalty is payable within fifteen (15) days as of request of
Hyundai Transys. In this respect, Hyundai Transys may set off the penalty against any monetary obligations which Hyundai Transys has towards Supplier. Payment of the contractual penalty pursuant to this article shall not cause the expiration of the Supplier’s obligation for which the Supplier was subject to pay the contractual penalty.
XIV. Force majeure
14.1. The parties shall not be responsible for failure to perform obligations according to these GTC and Contract and for any damages connected with it, if the provable reason of such failure are circumstances eliminating liability according to §374 of Commercial Code, especially strikes, civil disturbances, state of war, natural disasters or other outcomes of operation of force majeure and any
other events that substantially reduce or make impossible the possibility of performance of the Contract, provided that written notice of such delay and anticipated duration of the delay shall be
given by the affected party to the other party as soon as possible, within five (5) days from occurrence of such circumstances at the latest.
14.2. During the period of any such delay or failure to perform its obligations from the Contract of the Supplier, or if the Supplier does not supply the Goods according to the Contract because of occurrence of circumstance eliminating liability, Hyundai Transys may, at its option, purchase Goods from other sources and therefore unilaterally change the Contract so that the Supplier shall deliver the amount of Goods reduced by the Goods supplied by such other sources.
XV. Duration and termination of the Contract
15.1. The Contract shall be concluded for indefinite period.
15.2. The Contract may be terminated by written agreement of the Supplier and Hyundai Transys, written notice of termination of any of the parties from any reason or without a reason or by withdrawal from the reasons stated by law, these GTC or the Contract.
15.3. The notice period in case of notice given by the Supplier shall be six (6) months and in case of notice given by Hyundai Transys one (1) month, whereas in both cases the notice period shall start on the first day of the month following the month in which the notice was delivered to the other party.
15.4. Hyundai Transys may withdraw from the Contract if:
a) There is a risk of bankruptcy of the Supplier or the Supplier is in bankruptcy;
b) The Supplier is being liquidated;
c) The Supplier does not provide Hyundai Transys with sufficient insurance of performance of its obligations according to the Contract within 10 days from the moment it is asked for it by Hyundai Transys;
d) The Supplier breaches any other obligation stated by these GTC or the Contract and does not make a remedy within ten (10) working days from receiving written notice for remedy.
15.5. Upon expiry or termination of the Contract for any reason whatsoever all the Goods existing at the date of termination of the Contract, which have been paid for, shall be delivered by the Supplier, and Hyundai Transys shall pay for all the Goods which was delivered before termination of the Contract.
15.6. Provisions of articles V., VII., IX., XI. and XIII. of these GTC shall survive termination of the Contract and shall remain in full force and effect.
XVI. Joint and final provisions
16.1 Documents according to these GTC shall be sent by e-mail on the e-mail address informed to the other contracting party, or shall be handed over to the representative of the other party, or shall be sent by registered letter to the address told to the other contracting party, or by fax to the fax number told to the other party. E-mail or fax is considered to be delivered on the day of its sending. Registered letter is considered to be delivered on the day of its takeover by other party, or on the 7th day after its sending, even if it is not taken over.
16.2. If the Supplier is obliged to pay any financial fulfilment to Hyundai Transys according to these GTC, Hyundai Transys is entitled to offset such fulfilment against the price of Goods. The Supplier is not
entitled to offset any financial fulfilment.
16.3. All the rights and obligations according to these GTC and the Contract shall pass to legal successors of the parties. Hyundai Transys is entitled to transfer rights and obligations according to these GTC and the Contract. The Supplier is entitled to transfer rights and obligations according to these GTC and the Contract only after previous written consent of Hyundai Transys.
16.4. Waiver of right, claim or term in one case shall affect only that case and does not establish a supposition of waiver of right, claim or term in the same or similar cases.
16.5. If any of the provisions of these GTC is invalid, defeasible or unenforceable or if it becomes invalid, defeasible or unenforceable in the future, only such provision shall be invalid, defeasible or unenforceable and it shall not affect validity of other provisions.
16.6. Hyundai Transys is entitled to change these GTC. The Supplier is entitled to give its opinion on the changes within seven (7) days from their receipt. If the Supplier agrees with the changes, the
changed GTC shall apply in the relationship between the Supplier and Hyundai Transys from the moment of the agreement; if the Supplier does not express its opinion on the change within the abovestated term, the agreement with the changes is supposed. If the Supplier does not agree with the changes of GTC, the previous wording of GTC shall apply for the relationship between the Supplier and Hyundi Transys, whereas both contracting parties are entitled to terminate the contract within three months from the delivery of changes to the Supplier by written notice of termination with notice period of two months, that shall start to run on the first day of the month following the month, in which the notice of termination was delivered to the other party.
16.7. These GTC are drawn up in Slovak and English language version; in case of any inconsistency between the language versions the Slovak language version shall prevail.
16.8. Provisions of the Contract shall apply before the provisions of these GTC. Rights and obligations not set by these GTC or the Contract shall be governed by legal regulations of the Slovak Republic,
especially by act No. 513/1991 Coll. Commercial Code as amended. All disputes arising out of or in connection with the present Contract, GTC including the disputes concerning validity, interpretation or annulment, shall be settled before the Court of Arbitration of the Slovak Chamber of Commerce and Industry in Bratislava in conformity with its internal rules and regulations.
16.9. Parties declare that the contractual penalties set out herein are proportionate and were agreed upon mutual negotiations between the Parties, and they are in line with the principles of fair business practices.