RSD xxx–2010
Framework Agreement for the Supply of Goods
THIS FRAMEWORK AGREEMENT FOR THE SUPPLY OF GOODS
(the “Agreement”) is made on the date below:
The Seller:
Business company:Registered Office:
Represented by:
Comp. Reg. Number:
Tax Reg. Number:
Bank Account Details:
Telephone:
Fax:
E-mail:
Registration in the [Commercial Register]:
Correspondence address:
(if different from the address provided above)
The Buyer:
Business company: / ČEZ Logistika, s.r.o.Registered Office: / 28. října 568/147, 709 02 Ostrava, Moravská Ostrava
Represented by: / Mr. Jiří Jílek – Executive Head
Comp. Reg. Number: / Mr. Miloš Sládeček – Executive Head
Tax Reg. Number: / 26840065
Bank Account Details: / CZ26840065
Telephone: / 27-9426050217/0100 – Komerční banka, a.s.
Fax: / +420591 113 839
E-mail: / +420591 114 550
Registration in the [Commercial Register]: /
Correspondence address:
(if different from the address provided above) / Regional Court in Ostrava, Section C, Inset No. 28100
The Seller and the Buyer shall each be further referred to as a “Party” and collectively as the “Parties”.
RECITALS
WHEREAS:
(A) The Seller has been selected as the winner of commercial tender No. 601-2010 organized by the Buyer for the delivery of Goods (as defined below) Aluminum conductors steel reinforced (ACSR).
(B) The Parties wish to enter into this Agreement to specify the terms and conditions of the sale of Goods by the Seller to the Buyer;
Now, therefore, for and in consideration of the mutual promises contained herein, the Parties have agreed, in accordance with the applicable commercial law governing the conclusion of purchase agreements, to conclude this Agreement as follows:
I.DEFINITIONS
“Agreement” shall mean this framework agreement for the supply of goods;
“Business Day” shall mean any day from Monday to Friday, except when such a day falls on a public or national holiday;
“Coordinator” shall mean an employee who has been authorized to act on behalf of a Party in all matters concerning the implementation of this Agreement and/or the Individual Agreements;
“Confidential Information” shall mean (i) any information regarding the contents hereof, (ii) details of any Individual Agreement, (iii) any information on the Party which is not in the public domain and which the other Party obtains or has obtained in connection with this Agreement or any Individual Agreement. Information that (i) is in the public domain at the time of the execution hereof or any Individual Agreement, (ii) enters the public domain after the execution of this Agreement or any Individual Agreement (other than by unauthorized publication or use thereof), or (iii) is provided to the Seller or the Buyer by a third party who is entitled to such information or may give access to or use the same, shall not be deemed confidential;
“Consignment Warehouse” shall have the meaning ascribed to it in Section 6.1 hereof;
“Delivery Costs” means all and any costs relating to the Goods hereunder up to and including the moment of: (i) delivery pursuant to Article V hereof; or (ii) delivery pursuant to Article VI hereof;
“Delivery Note” shall mean the Czech (English) language document accompanying the Goods prepared in duplicate which sets out:
(a) the Individual Agreement number;
(b) the material number for the Individual Agreement;
(c) the material name under the Individual Agreement;
(d) the Seller’s material number;
(e) the material quantity;
(f) information on any returnables forming part of the delivery;
(g) the type of packaging (disposable packaging, reusable packaging);
(h) the sort of packaging (soft plastics– PET, PE, PVC, PP, PS and others, solid hollow plastics – PET, PE, PVC, PP, PS and others, solid hollow plastics above 5 litres – PET, PE, PVC, PP, PS and others, corrugated cardboard, paper, glass, metals - Fe, Al, metals above 5 litres – Fe, Al, combined material, wood, textile and others);
(i) the weight of the individual sorts of packaging of the delivered Goods in tons; and
(j) the Seller’s declaration whether it is part of the take-back and recovery of packaging waste system and if so, under what identification number, and the declaration whether service charge was paid for packaging of the Goods stated in a delivery note for securing a return collection and use of packaging waste.
The Delivery Note shall include blank spaces to be signed by each of the Parties’ authorized persons and shall include details of the relevant person’s full name and position;
“Force Majeure” shall have the meaning ascribed to it in Section 13.1 hereof;
“Goods” shall mean assets, the price and estimated volumes of which are set forth in Annex No. 1 hereto and the technical specifications of which are set forth in Annex No. 2 hereto;
“Individual Agreement” shall have the meaning ascribed to it in Section 2.3 hereof;
“Order” shall have the meaning ascribed to it in Section 2.2 hereof;
“Price” shall have the meaning ascribed to it in Section 3.1 hereof; and
“Purchase Record” shall mean the documentation maintained by the Buyer recording the amount of the Goods removed from the Consignment Warehouse and taken over by the Buyer and specifying the amount of Goods the Seller is obliged to deliver to the Consignment Warehouse to maintain the minimum agreed levels.
II.Subject of Agreement
2.1 On the terms and subject to the conditions of this Agreement and duly concluded Individual Agreements, the Seller undertakes to supply the Goods to the Buyer and transfer the ownership title to the Goods to the Buyer. Subject to the provisions of Section 2.5 hereof, the Buyer undertakes to take delivery of such Goods and pay the Price to the Seller in accordance with the terms of this Agreement and the respective Individual Agreements.
2.2 The Goods shall be supplied: (i) on the basis of orders submitted by the Buyer by fax or email (each, an “Order”) and duly confirmed by the Seller, a form of which is provided in Annex No. 5 hereto; and/or (ii) to the Consignment Warehouses in accordance with the terms set out in Article VI hereof.
2.3 Each Order shall constitute an individual agreement (the “Individual Agreement”) upon due confirmation of the Order by the Seller. Notwithstanding the foregoing, where the Seller does not take any action in relation to a delivered Order, the Order is automatically deemed to constitute an Individual Agreement on the expiry of a three (3) Business Day period from the date of provable dispatch of the Order. Any modifications made by the Seller to the terms of an Order within the abovementioned period shall not be deemed to form part of the Individual Agreement unless and until such terms have been accepted by the Buyer.
2.4 In case of discrepancies between this Agreement and the respective Individual Agreement, the terms of an Individual Agreement shall prevail.
2.5 This Agreement does not constitute an obligation of the Buyer to take delivery of any Goods from the Seller. With respect to direct deliveries, the obligation to take delivery of Goods arises only after the conclusion of an Individual Agreement. With respect to Goods supplied to Consignment Warehouses in accordance with the terms set out in Article VI hereof, the Buyer has full discretion whether or not to take delivery of any such Goods.
2.6 The Buyer has the right to further sell the Goods to its customers and any other third parties as it may require at its discretion.
2.7 For the purposes of coordinating the supply of Goods pursuant to this Agreement, each Party shall appoint a Coordinator or Coordinators. Details of each Party’s Coordinator(s) shall be communicated in writing to the other Party before the conclusion of the first Individual Agreement. Any requests related to the performance of this Agreement shall be made in an agreed manner by the Parties exclusively by and between the Coordinators of both Parties. The Coordinators are expressly empowered to sign the Individual Agreements and any amendments to the Annexes of this Agreement on behalf of the Parties.
III.Purchase Price
3.1 The Parties agree that the purchase price of Goods (the “Price”) shall be determined according to the price list of the Seller, which is set forth in Annex No. 1 hereto (the “Price List”), unless otherwise agreed in an Individual Agreement. The Price determined in the Price List is understood exclusive of VAT, if applicable. The Parties agree that the Price List may be changed only by written agreement of the Parties. Such change shall enter into force on the first day of the calendar month following the month in which written agreement on the change to the Price List was concluded. Discounts will be awarded to the Buyer in accordance with Section 3.4 hereof.
3.2 The Parties agree that the Price shall, in addition to the cost of Goods sold, include (i) all Delivery Costs, (ii) the transportation costs of returning packaging outers, and (iii) any other costs related to the supply of Goods under this Agreement up to the moment of delivery in accordance with Article V or VI as the case may be, but excluding VAT, if applicable.
3.3 VAT shall be charged according to the applicable law at the rate valid as of the day of the taxable supply.
3.4 The Seller shall provide a discount to the Buyer for every completed calendar quarter, in which the cooperation of the Parties pursuant to this Agreement lasts. Discounts will be calculated in accordance with the mechanism set forth in Annex No. 1 hereto. VAT shall be charged according to the applicable law at the rate valid as of the day of the taxable supply. The Seller shall prepare the discount statement of account and send the duly issued credit note corresponding to the amount of discount owed for the previous calendar quarter by the 15th calendar day of the month following the completion of a calendar quarter. The credit note shall contain particulars as defined in Section 4.2 hereof.
IV.Payment Terms
4.1 The Price specified in an Individual Agreement shall be payable pursuant to invoices issued by the Seller in the 10 days following delivery of Goods. In respect of Goods taken over by the Buyer from the Consignment Warehouse, the Seller shall issue an invoice twice a month, always after the Purchase Record by the 15th and by the last day of a calendar month, for Goods purchased by the Buyer within respective month, based on the Buyer’s Purchase Record for the Consignment Warehouse containing the type and amount of the Goods purchased for the period to which the invoice relates. The invoice shall contain the particulars as stated in Section 4.2 hereof. The Buyer is obliged to send the Purchase Record to the Seller in accordance with the conditions set forth in Annex No. 3 hereto.
4.2 All payments of invoices are to be made within a period of sixty (60) calendar days from the date of delivery of the invoice to the Buyer. The Parties agree that the payment of invoice shall be made via wire transfer from the account of the Buyer to the account of the Seller, details of which are set out in the heading of this Agreement and also in the invoice. In case of discrepancy between the identification of an account specified in the heading of this Agreement and in the invoice, the information provided in the invoice shall prevail. Invoices shall be considered duly paid when the Buyer’s bank account has been debited with the relevant invoiced amount, unless otherwise agreed by the Parties in writing.
All payments of credit notesare to be made within a period ofsixty (60) calendar days from the date ofissuance of thecredit noteby the Seller. The Parties agree that the payment shall be made via wire transfer from the account of theSeller to the account of theBuyer, details of which are set out in the heading of this Agreement and also in thecredit note. In case of discrepancy between the identification of an account specified in the heading of this Agreement and in the credit note, the information provided in thecredit note shall prevail. Credit notes shall be considered duly paid when theBuyer’s bank account has been credited with the relevantamount stated on credit note, unless otherwise agreed by the Parties in writing.
The invoice/credit note shall contain particulars in accordance with business practice and applicable law, including, without limitation to:
(a) number and date of issue;
(b) name, address and VAT number of the Seller;
(c) name, address and VAT number of the Buyer;
(d) taxable base;
(e) the unit price of Goods without VAT;
(f) description and scope of supplied Goods;
(g) maturity date; and
(h) the number of the Order and/or the Purchase Record number, as applicable.
The credit note shall contain the same particulars as invoice and further:
(a) serial number of the original invoice; and
(b) the difference between the corrected tax base and the original tax base for the taxable supply in question in case of credit note.
If the invoice/credit note does not contain the particulars required by this Section 4.2 hereof or any other information required under applicable law, or if information therein is incorrect, the Buyer shall be entitled to return the invoice/credit note to the Seller setting out the reason for the return of the invoice/credit note and requesting the addition of the missing information or the correction of incorrect information. The Seller shall annul the invoice and draw up a new invoice with a new maturity date, and such date shall be calculated so as to ensure the maturity period of the invoice is no shorter than the original maturity period. Upon the legitimate return of an invoice, the original maturity period of the invoice shall cease and a new maturity period shall commence as of the date of delivery of a new invoice to the Buyer, unless otherwise agreed by the Parties.