Long-term supply agreementTEMPLATE
Parties
Universal Media Corporation /Slovakia/, s.r.o.
Registered seat: Mickiewiczova 7104/14 Bratislava 1 811 07
Offices: Podjavorinskej 2511/16, 915 01 NovéMestonadVáhom
ID No: 35 871 733
VAT ID: SK2021762666
TAX ID: 2021762666
Registered in: Commercial register Bratislava I, section Sro, insert 58300/B
Bank:
Account No:
Represented by:
(hereinafter referred to as “the Customer 1”)
and / or
UMC Poland sp. z o.o.
Ostaszewo 57B, 87-148 Łysomice, Poland
District Court in Toruń, 7th Commercial Division / Sąd Rejonowy w Toruniu, VII Wydział Gospodarczy
KRS 0000255768; Taxnumber / NIP: 879-24-81-113; Sharecapital / kapitał zakładowy: PLN 203.000.000
Represented by:
(hereinafter referred to as “the Customer 2”)
(Customer 1 and Customer 2 jointly referred to as “Customer”, where applicable)
and
(hereinafter referred to as “the Supplier”)
- Introductory provisions
Customer 1 and Customer 2 are affiliated companies of UMC group which conduct the same scope of business: Customer 1 is performing its business in Slovak Republic and Customer 2 in Poland. For the purpose of this Long-term supply agreement (further “Agreement”), Customer 1 and Customer 2 shall be acting as independent legal entities.
- Date and term
This Agreement commences on … and will continue for a fixed period of one calendar year.
- Purpose of the Agreement
3.1 The Supplier will supply to the Customer 1 and to the Customer 2 during the validity of this Agreement the Products and / or Services specified in Appendix of this Agreement in accordance with the provisions hereinafter contained.
3.2 Supplier must ensure that in all respects the Products and/or Service comply with all relevant legal requirements which may be in force when these Products are delivered and/or the Service is performed.
3.3 Individual purchase orders issued on basis of this Agreement shall be governed by the provisions of this Agreement.
- Purchasingforecast, placing of Purchase orders, Delivery of the Products and / or Services
4.1 For the purpose of this article, each reference to the rights and obligations related to the Customer shall mean that all such rights and obligations specified bellow are established separately for the Customer 1 and separately for the Customer 2. The Customer will provide the Supplier on the date of commencement of this Agreement and thereafter every 1 month with a forecast for the following 1 month of the Customer’s requirements for the Products and / or Services.
4.2 The above forecast shall be provided on the basis that it is for information only, and, while the Supplierwill exercise all reasonable care in order to fulfil the forecast, the Customer shall be under no obligation (legal or otherwise) to order all or any of or no more than the quantities shown in the said forecast.The Supplier is obliged to secure and reserve monthly capacity of production for Customer according Customer´s requirements as stated in section 4.1.
4.3 The Customer will place purchase orders to the Supplier for quantities of the Products and / or Services as and when required, and the Supplier shall acknowledge and accept the purchase order or Supplier shall refuse the purchase order within 3 business days of its receipt. Every order has to be discussed before placing to the Supplier. Agreement about placing the purchase order or announcement about refusal of purchase order has to be exchanged in written between below mentioned email addresses.
Following email addresses are relevant on Customer side:
Following email addresses are relevant on Supplier side:
4.4 Failure to acknowledge any of the purchase order by the Supplier within 3 Business Days from the date of its receipt shall be considered to be an acceptance of the purchase order.In case of refusal of the purchase order within 3 business days, Supplier bears no risk and rejection will have no legal or other consequences.
4.5 All such purchase orders will be placed by the Customeraccordingto the terms and conditions set out in Appendix of this Agreement. Any variation, waiver or cancellation of the said terms and conditions must bedone inwriting and signed by a duly authorised representative of the parties.
4.6 Prices contained in this agreementand its appendices are complete and final and contain all costs necessary for proper deliveryaccording to this Agreement.
4.7 Delivery of Products shall be deemed on time if delivered in amount, quality, time and place defined in purchase order and in accordance with this Agreement and its Appendices. Products have to be accompanied by documentation necessary for free disposal. In cases of anticipated delay in delivery of Products the Supplier shall be obliged to notify Customer in writing without undue delay and request astatement from Customer whether it still insists on theperformance of related orders.
4.8 Supplier is entitled to perform delivery of products to the Customer within tolerance of-3/+5% comparing to the ordered quantity calculated per one single order.
4.9 Delivery of the Product shall be no later than requested on the Purchase Order, generally 10 business days after the approval of the artworks by the Customer or in case of the repeated order no later than 10 business days from the date of Purchase Order. Mentioneddeliveryis valid fordeliveryto UMC Polandonly, foranyotherdestinationwithin Central Europe +2businessdayshastobeadded.Supplier shall be obliged deliver the goods to UMC Poland during business days not later than 9:00 pm. All deliveries need to be notified at least one day before. Only after agreement the unloading time can be changed.
4.10 In case of Supplier’s delay in performance regardless of reasons of such failure , Customer shall be entitled to adopt any measuresit deems necessary without undue delay in order to ensure substitution performance by third party whereas Supplier shall be obliged to reimburse any expenses related thereto.
4.11 Title to the delivered Products shall pass to Customer upon proper delivery and acceptance of the product by the Customer.
4.12 Supplier shall be obliged to issue an invoice without undue delay upon complete delivery of Products in one copy including all data in accordance with purchase order, containing order number contact person as well as in accordance with respective legal regulations and deliver the invoice to address of Customer without undue delay. Invoice referring to order must be issued in such a way to enable simple Reconciliation of the order and invoice. Invoices must be accompanied by documentation proving the delivery of product, for instance delivery note or handover protocol confirmed by Customer.
4.13 Supplier is entitled to partial delivery only after prior written consent of Customer.
4.14 Due date of issued invoices shall be 60 days after thedate of the invoice.
4.15 Customer reserves a right to return to Supplier an invoice not issued in accordance with this Agreement. In such case, Supplier will issue new invoice within 3 business days with the same due date.
4.16 Without prior written consent Supplier shall not be entitled to assign any of its receivables towards Customer to third persons, to encumber them or utilize them any other way as a subject matter of legal act. Likewise Supplier shall not be entitled to set off receivables towards Customer with his potentialobligations towards Customer.
4.17If an event occurs, which gives rise to Customer’s tax liability pursuant to Article 69 (14) of Act No. 222/2004 Coll. on Value Added Tax, as amended, Customer shall have the right to retain an amount corresponding to the relevant value added tax sum which the Supplier’s obliged to pay to a relevant Tax Office, until the Supplier proves to Customer in a trustworthy way that it has duly fulfilled this tax obligation.
4.18In case of delay by Customer in payment of invoices issued, the Supplier shall be entitled to claim the default interest based on annual interest rate of 4%from the owed amount, however in maximum amount of 5% of the invoiced amount. Delay of Customer with payment of any particular invoice or invoices does not entitle Supplier to postpone other ordered deliveries or reject other ordered deliveries.
- Termination, Penalties and Damages
5.1 Either party shall be entitled to terminate this Agreement immediately by serving written notice on the other if that other party shall commit a material breach of any of its obligations under this Agreement which is not capable of remedy or which is capable of remedy but is not rectified within 30 days of receipt of the notice. Provided that the material breach is committed by the Supplier, either Customer 1 or Customer 2 may terminate this Agreement; and in such a case the termination notice served only from one of these entities shall establish the termination of this Agreement.
5.2 Termination under this clause shall be without prejudice to the fulfilment of purchase orders wholly or partially outstanding at the date of such termination, and likewise shall not prejudice or affect any claim, penalty, damage, right of action or remedy which shall at such date have accrued to either party under this Agreement or shall accrue thereafter to either party under existing purchase orders.
5.3 In the event of the Product and / or Service delivery delay by the Supplier, the Supplier agrees to pay a penalty calculated at 1% (per cent) of the contract price of the specific purchase order for each day between the confirmed date for delivery specified in the purchase order and the actual delivery date. Any such payment shall be without prejudice to any other rights and remedies of the Customer.
5.4. If delivery of the Product and/or Services by the Supplier is delayed beyond the date specified in the purchase order, and such delay causes the production disruption (unplanned shutdown of the production) then the Supplier shall pay to the Customer a sum of EUR 500for every hour of the production disruption of each production line of the Customer.
5.5 Claim for indemnification regarding the damage caused as a result of breach of obligation shall not be affected by payment of the contractual penalty. In case of Supplier’s delay in delivery of Products Customer shall, upon lapse of the reasonable period, however not shorter than 5 calendar days, be entitled to withdraw from the contract based on individual purchase order or terminate whole Agreement.
6. Intellectual property rights
6.1 All patents, registered designs, unregistered designs, copyright, or other intellectual property rights whether or not similar to any of the foregoing in or resulting from any work carried out by the Supplier under or in pursuance of this Agreement shall belong world-wide exclusively to the Supplier. Supplier is responsible for all permits or consents to be obtained from third party and necessary for use of any intellectual property during delivery of products according to this Agreement.
7. Entire agreement, governing law and jurisdiction
7.1 This Agreement constitutes the entire Agreement and understanding between the parties and supersedes all previous agreements, understandings and undertakings.
7.2 This Agreement cannot be changed except by written agreement signed by both parties.
7.3 The interpretation construction and effect of this Agreement and any non-contractual obligations arising in respect of it shall be governed and construed in all respects in accordance with the laws of Austria.All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules
7.4 Should any provision of this Agreement be or became invalid, this shall not affect the validity of the remaining provisions of the Agreement. In this event, the Parties shall be obliged to replace invalid provision by a valid provision which most approximates the economic purpose of the invalid provision. The same applies in case of a loophole.
7.5 All documents, information and data, including but not limited to business secret, know-how, any kind of business, commercial or technical information and data disclosed between the parties in connection with the negotiation or execution of agreement, no matter if explicitly marked or not, is deemed to be confidential (hereinafter “Confidential information”).
7.6 All Confidential Information exchanged between the parties:
a)shall be used exclusively for the purpose of the agreement, and the receiving party shall be permitted to use Confidential information disclosed to it pursuant to the agreement only for such purpose, unless otherwise expressly agreed to in writing by the disclosing party;
b)shall not be distributed, disclosed, or disseminated in any way or form by the receiving party to anyone except its own or its affiliates’ employees, who have a reasonable need to know said Confidential information and who are bound to confidentiality by their employment agreements or otherwise. Affiliate shall mean any company in which the receiving party owns more than fifty percent (50%) of such company’s voting capital or has industrial leadership or any company which owns more than fifty percent (50%) of the voting capital of the receiving party or has industrial leadership over the receiving company;
c)shall be treated by the receiving party with the same degree of care to avoid disclosure to any third party as is used with respect to the receiving party's own information of like importance which is to be kept confidential;
d)shall remain the property of the disclosing party.
7.7 Either party shall be liable to other party for all damage caused by breach of confidentiality according these General Terms and Conditions.
Appendices:
Appendix 1 - The Products and the Technical Specification See: załącznik1 - wymiary (att - dimmension)
Appendix 2 - Quality Conditions and Complaint procedure
Appendix3 - The Prices - -will be provide after tender
By signing below, both parties agree to the terms of this Agreement, and represent that the individuals signing below have the authority to bind their respective corporations.
Signed by:Signed by:
Print Name:Print Name:
Title:Title: Executive
Date:Date:
Appendix 1
See: załącznik1 - wymiary (att - dimmension)
Appendix 2
Quality Conditions and Complaint procedure
Appendix 3
-will be provide after tender