Agreement for Supply of Goods by hkf12603

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									                                                                                    RSD 637–2010



                            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:
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 Seller and the Buyer shall each be further referred to as a “Party” and collectively as the “Parties”.




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                                                RECITALS

WHEREAS:

    (A)      The Seller has been selected as the winner of commercial tender No. 637-2010 organized
             by the Buyer for the delivery of Goods (as defined below) Electrometers and

    (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 [English, Czech] 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


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(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;

The delivery note must not include a unit price and neither total price of goods.



“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.


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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,
                                                         th
         always after the Purchase Record by the 15 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


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         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 notes are to be made within a period of sixty (60) calendar days from the
         date of issuance of the credit note by the Seller. The Parties agree that the payment shall be
         made via wire transfer from the account of the Seller to the account of the Buyer, details of
         which are set out in the heading of this Agreement and also in the credit 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 the credit note shall prevail. Credit notes
         shall be considered duly paid when the Buyer’s bank account has been credited with the
         relevant amount 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.

4.3      Each invoice/credit note issued by the Seller shall be provided in an A4 documentary format,
         with single-sided print, on standard printing paper weighing about 80 g/m2. Such document
         shall be possible to scan and copy in black and white without loss of the information value or
         legibility and shall not exceed five (5) pages in length.


                                                    V.
                                        DIRECT DELIVERY OF GOODS

5.1      The Seller shall deliver the Goods to the place of performance on the delivery date specified in
         each Individual Agreement. Unless otherwise agreed in an Individual Agreement, the place of
         performance shall be the warehouse[s] of the Buyer set forth in Annex No. 4 hereto.




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5.2      The Goods shall be delivered to the Buyer no later than fifteen (15) calendar days from the
         conclusion of an Individual Agreement, unless otherwise agreed by the Parties in the respective
         Individual Agreement.

5.3      The delivery of the Goods shall occur when the Buyer takes delivery of the Goods and the
         Delivery Note is signed by an authorized person of the Buyer. One copy of the signed Delivery
         Note shall be kept by the Seller and the second copy shall be delivered by the Seller’s
         authorized person to the Buyer’s authorized person responsible for the receipt of the Goods.
         The identities of authorized persons are specified in Annex No. 4 hereto or in the respective
         Individual Agreement.

5.4      In case of supply to a destination outside the Buyer’s warehouse set forth in Annex No. 3
         hereto, the Seller shall, no later than five (5) calendar days from receipt of the Goods, send (by
         post or fax) a Delivery Note confirmed by the Seller’s authorized person who delivered the
         Goods to an authorized person of the Buyer. The Seller shall notify the Buyer by fax of the
         delivery of Goods no later than three (3) Business Days before the proposed date of delivery.
         The notification shall be sent to the Buyer’s authorized person stated in Annex No. 4 hereto.

5.5      The Seller shall deliver the Goods together with the Delivery Note and any other relevant
         documents to the place of destination in accordance with the DDP terms under INCOTERMS
         2000, unless the Parties otherwise agree in this Agreement or any Individual Agreement. The
         rights and obligations of the Parties are defined by INCOTERMS 2000.


                                       VI.
        BUSINESS AND DELIVERY CONDITIONS WHEN PURCHASING GOODS FROM THE
                            CONSIGNMENT WAREHOUSE

6.1      In order to secure the immediate distribution of the Goods to the Buyer, the Seller undertakes to
         (i) establish consignment warehouses at the places set forth in Annex No. 3 hereto
         (the “Consignment Warehouses”) and (ii) keep at least 50 % of the amounts of the Goods
         therein as set forth in Annex No. 3 for the whole period of the duration of the Agreement. Any
         breach of this provision concerning the maintenance of minimum limits of stored Goods shall be
         deemed a material breach of the Agreement on the part of the Seller.

6.2      The Buyer undertakes to primarily purchase Goods from the Consignment Warehouse, should
         it be suitable for the Buyer, having regard to the final the destination of the Goods, however, the
         ultimate choice of the manner of the delivery of the Goods shall be at the Buyer´s discretion.

6.3      The storage spaces in the Consignment Warehouses shall be procured and maintained by the
         Buyer at its own expense. The Buyer undertakes to store the Goods in accordance with the
         applicable commercial law and technical safety and other norms related to the storage of
         goods. The Buyer undertakes to store the Goods in the Consignment Warehouses so as to
         prevent damage to, and any unauthorized use of, the Goods by unauthorized persons. This
         obligation extends to any Goods stored in amounts above the minimum prescribed limits such
         as Goods required by the Buyer pursuant to Section 6.11 hereof. The Seller hereby confirms
         that the agreed sites comply with all the norms and generally binding legal regulations relating
         to the storage of such type of goods.

6.4      The Buyer shall only be liable for any damage caused to the Goods following the delivery
         thereof to the Consignment Warehouse, in circumstances where the damage was caused by
         the Buyer’s violation of the obligations stipulated in this Agreement or the applicable law, unless
         the Buyer could not have prevented such damage by the taking of proper care. The Buyer shall
         not be liable for damage caused by the Seller due to accidental spoilage of the Goods, a defect
         in the nature of the Goods or the defective packaging of the Goods.

6.5      The Buyer shall inform the Seller of any potential damage to the Goods stored in the
         Consignment Warehouse without undue delay.




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6.6      Goods delivered to the Consignment Warehouse shall remain the Seller’s property until the
         right of ownership of the Goods is transferred to the Buyer in accordance with the terms of this
         Agreement.

6.7      The Buyer is obligated to keep records on receipt of any Goods from the Consignment
         Warehouse into his stock. The Buyer is obligated to hand over such records any time to the
         Seller for inspection, which shall happen within five (5) Business Days from the date when a
         Seller’s written request is delivered to the Buyer.

6.8      Should the Buyer fail to take delivery of the Goods from the Consignment Warehouse prior to
         the expiry of this Agreement, the Seller shall withdraw the Goods at its own expense and risk,
         without undue delay no later than fifteen (15) calendar days from the expiry of the validity of this
         Agreement, and the Buyer’s failure to take delivery of the Goods from the Consignment
         Warehouse shall not be deemed a material breach of this Agreement.

6.9      The Seller shall be entitled to carry out stocktaking of the Goods in the Consignment
         Warehouse. The Seller shall carry out the stocktaking only in the presence of the Buyer, on an
         annual basis subject to obtaining the prior written consent of the Buyer. Furthermore, the Seller
         shall be entitled to carry out an additional inspection of the Consignment Warehouse on prior
         written notice, such notice is to be delivered to the Buyer no later than one week prior to the
         intended inspection. The Seller hereby undertakes not to restrict or impede the work of the
         Consignment Warehouse whilst carrying out the stocktaking or inspection. Nor shall the Seller
         restrict the Buyer’s rights or restrict or impede the delivery of the Goods in any way whatsoever.

6.10     The Seller undertakes to maintain the agreed amount of Goods in the Consignment Warehouse
         and, no later than seven (7) calendar days from the date of delivery of the Purchase Record,
         shall deliver an amount of Goods to the Consignment Warehouse such that the minimum level
         of Goods in the Consignment Warehouse always remains that agreed by the Parties, unless the
         Parties otherwise agree. Subject to the foregoing, the Buyer may require the Seller, by written
         request, to gradually decrease the amount of goods held in the Consignment Warehouse such
         that at the time of termination of this Agreement, the amount of Goods held in a Consignment
         Warehouse shall be the amount specified in the Buyer’s written request and will be taken over
         by the Buyer on the date specified in the request.

6.11     The Seller undertakes to deliver additional amounts of Goods to the Consignment Warehouse
         above the amount which was previously agreed by the Parties within fifteen (15) calendar days
         from the date of delivery of the e-mail notice sent by the Buyer containing the information on the
         required quantity of Goods to be delivered, unless the Parties agree otherwise in writing.

6.12     All the Seller’s expenses incurred when storing the Goods shall be charged to the Buyer.
         Unless explicitly stipulated otherwise in this Agreement, the relationship between the Buyer and
         the Seller when storing the Goods in the Consignment Warehouse shall be governed by
         applicable commercial law.




                                             VII.
                       QUALITY OF GOODS AND TECHNICAL DOCUMENTATION

7.1      The Seller shall deliver the Goods in the quantities, quality, packaging and on the delivery dates
         specified pursuant to the provisions of Article V and VI hereof and the respective provisions of
         the Individual Agreements. The Seller undertakes to ensure that the delivered Goods are free
         of legal defects and meet the technical specifications stipulated in Annex No. 2 hereto and, if
         applicable, further technical specifications agreed between the Parties in the Individual
         Agreements.

7.2      The Buyer has a right to carry out a customer’s audit of the Seller (such audit to include an
         inspection of the entire production process control, including the entry material test and
         handling and storage control). The Seller shall provide the Buyer with access to the records on

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         quality and shall submit, upon the Buyer’s request, documents that demonstrate conformity with
         the specified requirements.

7.3      The Seller undertakes to cooperate in preparing a catalogue of Goods to be placed on the
         Buyer’s website. The catalogue shall contain the necessary information to be provided to a
         customer, i.e. photographs, technical drawings, statement of conformity, attests, safety sheets,
         instructions for storage and assembly, certificates and other necessary documents related to
         the supplies in accordance with this Agreement. This data shall be provided to the Buyer
         in electronic form. The Seller agrees to the publication of such information on the Buyer’s
         website, as required by the Buyer.

7.4      The Seller hereby declares that the Goods meet all technical, legal, safety and other standards
         required by this Agreement and, if applicable, the Individual Agreements and comply with all
         technical, safety, legal and other generally applicable legal regulations. The Seller also
         declares that the Goods meet all quality requirements of the Buyer pursuant to this Agreement
         and, if applicable, Individual Agreements and that the Goods fully meet the purpose of the
         acquisition of the Goods by the Buyer or the Buyer’s customer, which the Seller declares is
         known to him.

7.5      The Seller declares that the Goods are in sole ownership of the Seller and that they are free of
         any third party industrial or other intellectual property rights. The Seller is aware of its
         obligations under the respective regulations of the applicable law governing the liability of the
         Seller for infringing a third party’s intangible industrial or intellectual property rights as a result of
         the Buyer making use of the Goods, if such infringement occurs under local law or under the
         law of the country in which the Goods are to be used, and the Seller was aware of this at the
         time of conclusion of this Agreement. If the above statement of the Seller proves to be false,
         that is in the event that a third party with the industrial or another intellectual property rights in
         the Goods issues any claims against the Buyer, be it of a financial or any other nature in
         relation to the abovementioned rights, the Seller hereby undertakes to (i) settle and resolve all
         such disputes (including lawsuits) fully at its own expense (including legal services), and (ii) pay
         all damages incurred by the Buyer and its business partners in relation to the infringement of
         these rights.

7.6      The Seller undertakes to deliver the Goods with all documents pertaining to the Goods, i.e.
         technical documentation, instruction manual, attestations, certificates, safety sheets, statements
         (for instance, statements of conformity), and other documents, as required by the Buyer and/or
         as required for the use or further distribution of Goods and/or as required by generally
         applicable legal and other regulations. The documents sent with each first delivery of a specific
         type of Goods shall be, in particular:

         (a)      a detailed technical description;
         (b)      directions for use;
         (c)      maintenance, transport and handling requirements; and
         (d)      the technical service life.
         All the abovementioned documents shall be provided in the [English, Czech] language.

7.7      The Seller shall ensure full compliance with the applicable legislation on use, processing,
         separate collection and disposal of electrical and electronic equipment and waste, implementing
         the WEEE Directive No. 2002/96/EC.

7.8      The Seller shall procure in accordance with the applicable law the creation of a system
         (individually, jointly and severally or collectively with a third party or parties), which shall provide
         for the funding of the separate collection, processing, use and liquidation of electrical waste.

7.9      The Seller shall inform the Buyer in writing about the procedure for carrying out a separate
         collection, i.e. designation and opening of places for a separate collection of electrical waste
         distributed to individual warehouses of the Buyer in the territory of the Czech Republic.



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                                            VIII.
                          TRANSFER OF OWNERSHIP AND RISK OF DAMAGE

8.1      In the event of direct delivery, ownership title and risk of damage to the Goods shall pass to the
         Buyer upon the Buyer taking receipt of the Goods and signing the Delivery Note. Where the
         Goods are delivered by means of the Consignment Warehouse, ownership title to the Goods
         and risk of damage on the Goods shall pass to the Buyer upon the Buyer taking receipt of the
         Goods from the Consignment Warehouse.


                                                    IX.
                                                 LIABILITY

9.1      The standard warranty period for the Goods shall be sixty (60) months and shall commence on
         the date of (i) delivery of the Goods pursuant to Article V hereof, unless the Parties agree
         otherwise in an Individual Agreement, or (ii) delivery of the Goods pursuant to Article VI hereof.

9.2      In the event that the delivered Goods are defective, the claim for the defect shall be processed
         and settled in accordance with the respective regulations of applicable law. The Buyer shall
         notify the Seller of the defect in writing (to be delivered by registered post or in person) without
         undue delay from the date of its detection. The notice shall contain the description of the defect
         and information whether the Buyer requires the remedy of the defect, an exchange of the
         Goods or a discount from the Price of the delivered Goods. The Seller shall confirm the receipt
         of the notice in writing within ten (10) calendar days of the date of delivery of the notice. The
         Seller shall settle the claim, i.e. remove the defects of the Goods, no later than ten (10)
         calendar days from the date of confirmation of receipt of the notice. This obligation of the Seller
         also applies in the case where the Seller does not admit the claim, unless the Parties have
         agreed otherwise in writing.

9.3      In the event that the Seller does not remedy the defect in the Goods in the period set forth in
         Section 9.2 hereof, the Buyer shall be entitled to request a third party to remedy the defects of
         the Goods at the expense and risk of the Seller. Where a third party remedies any such defect
         at the Buyer’s request in accordance with the provisions of this Section, this shall not affect the
         Buyer’s rights under the warranties and shall not affect the Buyer’s right to withdraw from this
         Agreement or an Individual Agreement.

9.4      In the event that the Seller causes damage to the Buyer by breach of its obligations hereunder,
         it shall pay the Buyer the amount of the Buyer’s actual damage and lost profit, in the full
         amount. The Buyer’s claim for compensation will be conducted in accordance with the
         respective provisions of the relevant commercial law regulating the liability for damage and
         compensation for damage, unless the breach of obligations was caused by Force Majeure as
         defined in Section 13.1 hereof.

9.5      The Seller hereby declares that it is aware that the supply of Goods under this Agreement is
         required for the completion of work forming part of a larger project, where the Seller’s failure to
         deliver Goods duly and on time may cause incalculable damage or major damage both to the
         Buyer and also to third parties, where the amount of this damage may present more than CZK,
         100.000 (or equivalent in EUR) and at the same time the Seller declares that it is also aware of
         a possible occurrence of related, i.e. subsequent losses. The Seller further declares that it is
         also aware of the fact that the delivery of Goods hereunder is one of the sub-deliveries for the
         Buyer’s client, who is also an electric power (electricity) distributor and is therefore a subject
         carrying out regulated activities in electric power distribution, in accordance with the applicable
         legislation regulating electric power distribution, and is obliged to abide by all legal and
         regulatory regulations in the area of power distribution, and in particular by the applicable legal
         regulation on the quality of energy supplies and services related to the regulated activities in
         electric power distribution.

9.6      In connection with facts stated in Section 9.5 hereof, the Seller declares that it is fully aware of
         the fact that in case of a delay in due and/or timely performance of its obligations under this
         Agreement, delay in due and/or timely performance of the primary supply, can occur, as a


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         consequence of which not only contractual penalties may be imposed on the Buyer’s client and
         possible compensation for damage, but also refunds pursuant to the applicable legal regulation
         on the quality of energy supplies and services related to the regulated activities in electric
         power distribution can be accounted to the Buyer’s client, and both contractual penalties,
         compensation for damage and refunds can be filed by the Buyer’s client against the Buyer.
         With regard to this fact the Seller undertakes on the basis of the Buyer’s statement of account,
         to pay for any damage to the Buyer incurred in this way, in full, and the provision of Section
         11.4 hereof regarding the payment of interest on late payments shall apply.


                                                  X.
                                              PACKAGING

10.1     The Seller shall ensure that the Goods are packed in such a way that they are properly secured
         against damage and shall facilitate handling. Packaging costs are at the Seller’s expense.

10.2     The Buyer shall be entitled to keep the packaging outers free of charge for twelve (12) months
         from the day of delivery of the Goods. The Buyer shall send any returnables back to the Seller
         at the Seller’s expense before the expiry of this period.


                                           XI.
                   CONTRACTUAL PENALTIES AND INTEREST ON LATE PAYMENT

11.1     Should the Buyer fail to meet the payment terms stipulated in Article IV hereof or an Individual
         Agreement, the Seller is entitled to claim interest on late payment in the amount of 0.05 % of
         the outstanding amount for each completed day of delay.

11.2     Should the Seller fail to meet the delivery terms for the individual deliveries of the Goods, as
         determined pursuant to Articles V and VI hereof or if the Seller fails to meet the agreed
         obligations in regard to the quality, quantities, packaging and documentation concerning the
         Goods, the Seller shall pay to the Buyer the contractual penalty in the amount of 0.05 % of the
         Price of the non-delivered or improperly delivered Goods for each completed day of delay.

11.3     Should the Seller withdraw from this Agreement or Individual Agreements or fail to deliver the
         Goods on the agreed dates, the Buyer is entitled to make alternative purchases of such Goods.
         The Buyer is entitled to the compensation for damage, which shall be estimated as the
         difference between the Price which would have been paid on the basis of this Agreement or
         Individual Agreements and the price agreed and paid to an alternative seller. The amount of the
         compensation for damage shall be estimated based on the Price valid at the time of the Seller’s
         withdrawal. If the Buyer elects to purchase the Goods elsewhere, any remaining damage
         compensation claims remain unaffected.

11.4     Interest on account of late payment, contractual penalty or compensation for damage shall be
         payable within twenty-one (21) calendar days of the date of receipt of the request to make
         payment by the Party required to make the payment, together with the corresponding invoice
         issued in accordance with valid legal regulations. Interest on account of late payment,
         contractual penalty or compensation for damage shall be paid by credit transfer to the account
         specified in this Agreement, or such other account communicated in writing by the entitled Party
         to the liable Party, and the obligation to make the payment shall be deemed fulfilled on the day
         the relevant amount is remitted to that account. The Buyer’s claim by virtue of a contractual
         penalty or compensation for damage may also be set off against a claim of the Seller for
         payment of the Price.

11.5     The payment of a contractual penalty in case of a breach of the obligation pursuant to this
         Agreement or an Individual Agreement does not affect an obligation to pay a contractual
         penalty in the event of a repeated breach of the same obligation, unless the event constitutes a
         single continuous event of breach. The payment of a contractual penalty does not preclude the
         fulfilment of the obligation, breach of which is punishable by imposition of the penalty.



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11.6     Liability for damage which arises for breach of an obligation for which a contractual penalty is
         applicable remains unaffected by the payment of a contractual penalty.


                                                    XII.
                                              CONFIDENTIALITY

12.1     Neither the Seller nor the Buyer shall disclose any Confidential Information to any person for
         any purpose, nor shall they use or employ the Confidential Information except in connection
         with the performance of this Agreement or any of the Individual Agreements, unless (i) the prior
         written consent of the other Party has been obtained, (ii) disclosure is made only to the extent
         required by law or any legal regulation, (iii) disclosure is made to the Coordinators,
         representatives, legal counsel, accountants, professional advisors or financing institutions, if
         any.

12.2     The obligations of the Parties set out in Section 12.1 hereof shall cease to exist upon the third
         anniversary of the expiration of the term of this Agreement.

12.3     The Parties shall instruct their Coordinators, authorized persons, legal counsels, accountants,
         advisors, employees or other representatives, or subcontractors, if any, not to disclose to any
         person or use or employ the Confidential Information for any purpose, except in connection with
         the performance of this Agreement or any of the Individual Agreements.

12.4     The provisions of applicable law regulating business secrets are not affected by this Article XII.


                                                   XIII.
                                              FORCE MAJEURE

13.1     Neither Party shall be liable for the non-fulfillment of an obligation hereunder if the cause is
         circumstances or events which are independent of the will of the liable Party (“Force Majeure”).

13.2     Should the performance of any of the Individual Agreements remain impossible for more than
         three (3) months following the occurrence of an event of Force Majeure, the affected Party may
         request that the other Party amend the Individual Agreement in terms of the subject matter,
         Price and term for performance. Unless the Parties reach an agreement, the affected Party has
         the right to withdraw from the respective Individual Agreement by means of the procedure set
         out in Article XIV hereof.

13.3     A Party which breaches its obligation or which, with consideration for all circumstances, knows
         that it will breach an obligation under this Agreement or Individual Agreements, or which learns
         of a Force Majeure event or events preventing the fulfillment of an obligation under this
         Agreement or Individual Agreements, shall notify the other Party in writing of the nature of the
         obstruction which prevents, or will prevent, it from fulfilling its obligation and the consequences
         thereof. This notice shall be submitted without undue delay, i.e. no later than ten (10) Business
         Days of the date on which the liable Party learns of the obstruction or, with due care, could
         have learned of the obstruction. The other Party shall confirm receipt of the notice in writing
         without undue delay. In the same manner, the other Party shall be acquainted with the end of
         the circumstances of Force Majeure preventing the fulfillment of obligations under this
         Agreement or Individual Agreements.


                                                  XIV.
                                          TERM AND TERMINATION

14.1     This Agreement has been concluded for the period from XXXXX to XXXXX and shall become
         effective on the day of its signature by both Parties. In case the Buyer notifies the Seller in
         writing within the period of thirty (30) days prior to the expiry of the term of effectiveness of this
         Agreement that he intends to extend the term of this Agreement for another [12] months, the



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         term of effectiveness of this Agreement shall be deemed extended for the mentioned term. The
         Buyer shall have the right to extend the term of effectiveness of this Agreement twice in total.

14.2     This Agreement and the Individual Agreements concluded on the basis of this Agreement may
         be terminated as follows:

         14.2.1 by written agreement of the Parties, part of which shall be the settlement of mutual
                payables and receivables, as of the date specified in such agreement; or

         14.2.2 by written withdrawal of either of the Parties, particularly in the following cases:

             (a) the failure of a Party to the Agreement to perform its obligations under this Agreement
                 or the Individual Agreements and non-fulfilment of its obligations within an additional
                 time limit which shall not be shorter than ten (10) calendar days, such time period to be
                 confirmed by the other Party in writing without undue delay;

             (b) a petition for the opening of insolvency proceedings against the other Party is filed with
                 the competent court, pursuant to the applicable insolvency laws or the other Party
                 declares voluntary liquidation or loses a licence or any other authorization for business
                 activity necessary for the performance of this Agreement according to applicable law.
                 Such Party to the Agreement is obliged to notify the other Party of this fact without
                 delay; or

         14.2.3 by written notice served by either Party to the other Party, with a notice period of three
                (3) months starting as of the first day of the calendar month following the delivery of the
                notice to the other Party.

14.3 Withdrawal from this Agreement or any Individual Agreement shall be effected in writing and shall
     be effective on the date of receipt thereof by the other Party. Withdrawal from this Agreement or
     any Individual Agreement shall not affect any entitlement to the payment of a contractual penalty,
     interest on account of late payment, or any claim for compensation for damage. Withdrawal from
     this Agreement or any Individual Agreement or the extinguishment of rights and obligations under
     this Agreement or any Individual Agreement for any reason whatsoever shall not entail a
     corresponding obligation on a Party to return any contractual penalties or interest on account of
     late payment to which a Party was entitled throughout the period this Agreement or the respective
     Individual Agreements were effective.

14.4 Should this Agreement or any of the Individual Agreements be terminated for any reason
     whatsoever, the Parties shall settle their mutual claims and entitlements hereunder or under the
     respective Individual Agreement no later than thirty (30) calendar days from the termination of the
     Agreement or the Individual Agreement. Should this Agreement or any of the Individual
     Agreements be terminated during the provision of the performances under this Agreement or the
     respective Individual Agreement, the Parties shall proceed in such a manner that no damage
     occurs, i.e. they shall take all necessary action and measures to complete the performances
     already commenced under this Agreement or the respective Individual Agreement. The Buyer
     shall accept all the Goods ordered from the Seller and pay the Price for the Goods. The Seller
     shall forthwith notify the Buyer of the measures required to prevent damage to the Buyer due to
     the failure to provide the performances in accordance with this Agreement or a respcetive
     Individual Agreement.

14.5 In the event of the termination of this Agreement for any reason, all Individual Agreements shall
     be also terminated as of the same date, unless the Parties to the Agreement agree otherwise in
     writing.




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                                                    XV.
                                              MISCELLANEOUS

15.1 The Parties shall notify each other of any changes to their legal status, for instance, a
     consolidation or merger with another subject, the passing of liabilities to a legal successor in title
     or a third party, as well as any other facts that might affect the other Party’s performance of
     obligations arising under this Agreement. The Buyer is entitled to transfer all rights and obligations
     arising under this Agreement to a third party.

15.2 The Parties agree that this Agreement is in its entirety binding also on legal successors of the
     Parties.

15.3 The Parties agree to observe ethical principles and anti-corruption practices and refrain from any
     corruption action for the duration of this Agreement. A “corruption action” shall be defined as
     any proposal, promise or a handover or any other action which has as its effect to demand or
     accept any unfitting advantages, in an effort to speed up the proceedings, provision and
     acceptance of an award, inappropriate gift, demonstration of hospitality, payment of expenditure,
     both directly or indirectly to a person or from a person who is an employee or a member of the
     statutory body of a private or public sector (including a person that in any position decides on
     behalf or works for a company or organisation in a private or public sector), in order to receive,
     leave or direct business or secure any other advantages in the process of the contract letting
     procedure or conclusion and implementation of this Agreement.

         15.3.1. The Seller is obliged to secure that persons controlled by it (defined as the persons
                 upon whom the Seller as a controlling person de facto or legally execises, directly or
                 undirectly, decisive influence on the control or operation) will abide by these anti-
                 corruption principles.

         15.3.2. The Seller further undertakes to ask a controlling person (defined as the persons who
                 de facto or legally execise, directly or undirectly, decisive influence on the control or
                 operation of the Seller) to observe these principles towards the Buyer.

         15.3.3. The Buyer reserves the right to withdraw from this Agreement if it finds that the Seller,
                 or the entities which control or are controlled by the Seller have committed, directly or
                 through a representative, a corruption action within the implementation of this
                 Agreement and the Seller does not adopt any timely and satisfactory measures to
                 remedy such action.

15.4 All former oral or written arrangements of the Parties concerning the subject of this Agreement
     cease to be valid upon signature of this Agreement. Without prejudice to the provision of Section
     2.7 hereof, this Agreement may be amended or modified only by a written agreement between the
     Parties.

15.5 The Buyer reserves the right to change the currency of the Price from EUR to CZK, in the course
     of the performance of the delivery of Goods according to this Agreement and Individual
     Agreements in accordance with the exchange rate agreed by the Parties in writing. In the event
     of the exercise of this right the Seller shall accept the change and confirm it by signing an
     amendment to this Agreement or the respective Individual Agreement.

15.6 Rights and obligations not stipulated by this Agreement or Individual Agreements are governed by
     the laws of the Czech Republic, in particular by applicable commercial law regulations.

15.7 In the event of any dispute arising under or in connection with this Agreement or the Individual
     Agreements, the Parties shall make an effort to reconcile the same. In the event such dispute
     cannot be settled by mutual agreement in accordance herewith, or if new matters arise, the
     settlement of which exceeds the scope of the subject of the Agreement, the Parties undertake to
     promptly refer such matters for consideration and resolution to persons authorized to act with
     regard to contractual matters. Unless the dispute is reconciled, any and all disputes arising
     hereunder or in connection herewith shall be resolved in the relevant and locally authorized court.



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15.8 If for any reason any of the sections hereof became invalid or unenforceable, invalidity or
     unenforceability of such section shall not influence the validity and force of the remaining
     sections, unless it is clear from the nature of this section or its content that the invalid and
     unenforceable section cannot be separated from other contents of the Agreement. If any of the
     sections hereof become invalid or unenforceable, the Parties to the Agreement will start
     negotiations for the purpose of new adjustment of mutual relations, so that the original intent of
     the Agreement remains unchanged.

15.9 This Agreement has been executed in two (2) counterparts in the English language, of which
     each Party shall receive one (1) counterpart.

15.10 The following Annexes form an integral part of this Agreement:

Annex No. 1       – Price list of the Goods
Annex No. 2       – Technical specification of the Goods
Annex No. 3a      – Specific Terms and Conditions of Deliveries to ČEZ Měření, s.r.o.
Annex No. 4       – List of authorized persons, contact information




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On behalf of …………………………………                    On behalf of ……….................................



In ……………………..date_____________                In..…………………..date ____________




______________________________                 ______________________________



Name:……………………………………                            Name: ...........................................

Position……………………………………                         Position: ...........................................




______________________________                 ______________________________



Name:……………………………………                            Name: ...........................................

Position……………………………………                         Position: ...........................................




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                                                  Annex No. 1

                                          Price list of the Goods
.


                                              Quantity                                           Unit
    Serial No.       Material name                       SAP No.      Type identification
                                               Unit                                         price/Currency


        1.
        2.
        3.
        4.
        5.
        6.
        7.
        8.
        9.
       10.




1. The Seller shall provide a discount to the Buyer for every, also beginned calendar quarter, in which
   the cooperation of the Parties pursuant to this Agreement lasts. Namely a discount ___ % of
   purchase price of offtake (Goods) per each achieved _______________ CZK/EUR of turnover of
   delivered (offtake) Goods in a given calendar quarter will be counted from purchase price of Goods
   without packages, reduction and VAT. When an Agreement is assigned to Assignee, all liabilities
   are descended to this subject.

2.     Turnover of goods decisive for allotment of bonus will include not only turnover of delivered goods
      specified in Annex No. 1, hereto, but also a turnover of all other goods delivered by the Seller to the
      Buyer for a period of validity of this Agreement.

3. Charging a discount according to previous article shall be done by Seller always until 15th calendar
   day in following month after termination of calendar quarter. Decisive is attained turnover, which is
   a sum of attained turnover of Goods delivered to consignment warehouse, in a way of direct
   delivery, according to this agreement, and any other Goods delivered by the Seller to the Buyer for
   a period of validity of this agreement, for calculation of % of achieved discount. Within a term
                  st
   according to 1 sentence of this article the Seller is obligated to send to the Buyer duly issued tax
   credit note accordant with discount range, to which the Buyer has a right to, as a subject to this
   agreement, in following calendar quarter.




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Annex No. 2


                                Technical specification of the Goods


Partial Delivery I. - Electrometers for Czech Republic:



EJ-S-1T_2011_verze        EJ-S-2T_2011_verze   ET-S-2T_2011_verze
  1204_2010.doc             1204_2010.doc        1204_2010.doc




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Annex No. 3a

  Terms and Conditions of Deliveries of Electrometers to Czech Republic (Final
                        Customer – ČEZ Měření, s.r.o.)



A.       BUSINESS CONDITIONS:

1. The Seller under the Contract No. ...................... (hereinafter only the "Seller") undertakes to deliver
   to the Buyer pursuant to Contract No. ...................... (hereinafter only "Buyer") new unverified
   single-phase and three-phase electrometers for direct connection (hereinafter only "electrometers")
   under Contract No. ......................, provided that the Buyer is entitled to increase or decrease this
   number by 20% (i.e. take 20% electrometers more or less than the specified number of individual
   types of purchased electrometers in tender documentation), irrespective of the Buyer’s option right.
     The Buyer also requests that in order to handle changes in the volumes of the monthly deliveries,
     or, where appropriate, backing delays, if any, in deliveries of electrometers, a storehouse shall be
     established at the Buyer’s premises in the amount of 50% of appliances of the total average
     monthly quantity of the individual types of purchased electrometers (hereinafter only the
     "consignment storehouse") as per the Schedule of Deliveries.
     The Seller shall place the goods to this consignment storehouse upon the first delivery of devices as
     per the time Schedule of Deliveries.
     This stock is in the Seller’s possession. In the event of use of the devices from this stock by the
     Buyer, this fact shall be notified to the Seller, without delay (no later than until the end of month in
     which the units were taken), as a reference document for passage of the ownership title to the
     Buyer.
     The Seller shell thereafter ensure the completion of stock up to the set quantity within the date of
     the first delivery of the month following the month when the units were taken from the storehouse by
     the Buyer.
     In case of the Buyer’s taking of electrometers from the consignment storehouse stock, the Buyer
      shall notify the Seller of this fact no later than at the date of another contractual delivery by means
      of issuance of a document on delivery (internal delivery note), which is concurrently a billing
      document.

2. The Contracting Parties to Contract No. ...................... establish an option right to increase the total
   delivery of the individual types of electrometers by a total of 100%, irrespective of the Buyer’s right
   to decrease or increase the total number of electrometers. The right to increase as well as the
   Buyer’s request, if any, to decrease the total number of purchased electrometers must be applied
   no later than on 30.10. 2011.


3. The Seller undertakes to deliver to the Buyer, on a one-time basis, no later than 14 days prior to the
   first delivery of electrometers, 500 pieces of printed instructions for use for each type of the devices
   (electrometers)
4. Defects ascertained in the preliminary check: Each electrometer which shall fail in the preliminary
   check or shall be found defective after unpacking, shall be replaced by a new unit with the same
   serial number. The Seller shall be separately charged for the service with regard to each
   electrometer which shall fail to meet the metrological regulations in the preliminary check or which
   shall be damaged, at the unit price excluding VAT as per the applicable pricelist of ČEZ Měření,
   s.r.o. (shown below), which includes the actual metrological operation and completion and printout
   of the report on non-compliance with the metrological requirements. The rejected electrometers
   shall be collected by the Seller at his own cost at the facility in Skuteč, Husova 610, 539 73, Czech
   Republic.




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5. Defects ascertained after putting the unit into operation within the warranty period: The removal of
   defects within the warranty period shall be resolved by a replacement of the defective electrometer
   by a new unit. With regard to each electrometer dismounted from the network due to the defect
   under warranty, the Seller shall be charged costs related to the replacement of the electrometer and
   expenses for testing as per the applicable pricelist of ČEZ Měření, s.r.o. (shown below). The
   rejected electrometers shall be collected by the Seller at his own cost at the facility in Skuteč,
   Husova 610, 539 73, Czech Republic.
6. The decision made by the Authorised Metrological Centre in ČEZ Měření, s.r.o., Husova 610, 539
   79 Skuteč, showing the following result of the tested device: “FAILED TO MEET the requirements
   of regulations” shall be the binding document regarding the defect of electrometer for both the
   abovementioned cases.
7. The maximal length of the period for removal of performance defects within the warranty period is
   set at 40 calendar days.




8. Applicable pricelist of ČEZ Měření, s.r.o.:


    General amount and structure of charged costs in CZK (excl. VAT):
    Checking of any defect mentioned in Framework Agreement………………….…132.00


    Defects ascertained in the preliminary check.

    The amount and structure of charged costs in CZK (excl. VAT)
    Device type (Art. II)         Unpacking and evidence         Check of defect        Total
    1.1.; 1.2; 1.3                            16.00                132.00              148.00

    Defects ascertained after putting the unit into operation within the warranty period.

    The amount and structure of charged costs in CZK (excl. VAT)
    Device type (Art. II)         Device                           Checking
                                   Replacement        Revision      of defect       Total
    1.1.                            686.00              885.00      132.00         1703.00
    1.2.                            686.00            1 144.00      132.00         1962.00
    1.3.                            791.00            1 438.00      132.00         2361.00


9. Besides the reasons specified in Contract …….…, the Buyer shall be entitled to withdraw from the
   Contract:
          a. in case that the number of electrometers which fail to meet the preliminary check
              exceeds 0,7% in the two successive deliveries.



10. Four samples of electrometer from each type submitted by the Seller into the Tender will be sealed
    like “quality standard” and put in authorized meteorologic centre in ČEZ Měření, s.r.o., Husova
    610, 539 79 Skuteč, for quality control of supplied electrometers. One sample of electrometers
    from each type will be sealed and one sample will be unsealed.

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11. The standard warranty period for the Goods shall be sixty (60) month.


12. The Buyer will regularly check the quality and meteorological characteristics of accidentally selected
    electrometers from each monthly delivery in conformity with norm ISO ČSN 2859-1. In case that
    there is indicated defect by electrometer which is not in conformity with technical parameters and
    exceeds failure rate 0,7% from this accidentally selected electrometers, it is considered that whole
    supply contains such defect and the Buyer is obliged to lodge a claim to whole supply and ask to
    rectify a defect or to withdraw from contract.


13. Electrometer shall be considered like inconvenient in case that differs with presented sample
    (quality standard) including spare parts, components and defective accessories.


14. The Seller is liable for, that electrometers will after their setting into the net, on a long-term basis (at
    least during standart warranty period 60 months), declare meteorological characteristics of tabled
    samples and their failure rate won´t exceed 1,5% from total supplied amount. In case that failure
    rate exceeds 1,5% , the Buyer is obliged to lodge a claim to whole supply and ask to eliminate a
    defect(s) or to withdraw from contract.

15. Special requests:
    Detail specification of bar code, serial number and graphic characteristics of logo that is supposed
    to be located on label and label itself will be specified before concluding of Framework Agreement
    and they will be an integral part of contractual relation.
    The part of delivery of Electrometers is following accessories:

    a) electrometers have to be sealed by producer and seal has to declare characteristics of
       electrometer according to authorized (approved) type; design and type of the seal will be in
       conformity with approval certificate and final unified type will be clarified in Framework
       Agreement.

    b) electrometers will be sealed up by orange label (stuck over one sealed screw of terminal box)

    c) there is supposed to be placed a self-adhesive round label on the cover of electrometer (close
       to display), that shows last double issue (double number) of the year when was Electrometer
       verified.

    d) electrometers will be equipped by evidence plastic seal

    e) the part of individual deliveries of electrometers is a data file in format “CSV“ in electronic form
       and then also CD with this data file ( there is necessary to provide pairing of serial number of
       electrometer with number of plastic evidence seal in this data file and there will be also
       contained meteorological adjusting points)

    f)   accessories: orange label, self-adhesive round label with double issue of the year of verification
         and plastic evidence seal will be provided by Seller to Buyer.



16. The Seller provides to the Buyer warranty of correct counting and measured data holding for the at
    least standart warranty period 60 months, declared by meeting required technical specification and
    electometer certificate.




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           17. In the event of the Seller’s default in delivery of goods as per dates specified in the Contract, the
               Seller shall be obliged to pay to the Buyer a contract penalty in the amount of CZK 2/EUR 0.1 for
               each undelivered good and each commenced day of default, provided that the default period is no
               longer than five days. Beginning from the sixth day of default, the Seller shall be obliged to pay to
               the Buyer the contract penalty in the amount CZK 20/ EUR 1 for each undelivered good and each
               commenced day of default.




           18. In the event of the Seller’s default in delivery of goods related to replacement of a defect notified
               in accordance with Article A. (7.) hereof, the Seller shall be obliged to pay to the Buyer a contract
               penalty in the amount of CZK 2/EUR 0.1 for each good with a not replaced defect or, where
               appropriate, for each good which has not been replaced by a new one, for each commenced day of
               default, provided that the default period is no longer than five days. Beginning from the sixth day of
               default, the Seller shall be obliged to pay to the Buyer the contract penalty in the amount CZK 20/
               EUR 1 for each item with a not replaced defect, or, where appropriate, for each good which has not
               been replaced by a new one, for each commenced day of default.



           B.        DELIVERY CONDITIONS:

           1. The subject matter of Contract No. ...................... shall be performed by the Seller by continuous
              deliveries in compliance with the dates specified in the shedule of deliveries :


                                                         2011                                           2012
 Type                                                                                                                    Total
          April    May June July August          September      October   November   December January February March

EJ-S-1T

EJ-S-2T

ET-S-2T




           2. The electrometers shall be placed on the pallet (portable – four-way) in a cardboard pallet
              container. Each pallet container shall contain … (please specify) electrometers. Electrometers in
              one tier shall be separated by cardboard separators and the individual tiers shall be separated by a
              cardboard strip. The pallet container shall be in the version with a loading pocket – adjustment of
              the container for a simple tilt of sides for en easy access to electrometers in the lower tiers when
              unpacking. The solidity of boxes and the total package on the pallet must be ensured so that pallets
              can be placed one on another during transit and when storing. The pallet shall be without enclosed
              side (four open side). Applicable to high-lift truck and hand pallet truck.

           3. The part of each delivery (packing) placed on the pallet is a legend plate (tightly and visibly placed
              on two sides of pallet), which has to show following information:
                  - Type of electrometers
                  - Pieces No.
                  - serial No. from…till

           4. The Seller is not rightful to invoice wraps to Buyer. All costs connected with packing or wraps are
              placed to Seller ´s debit. The Seller has right to ask Buyer to get wraps back at Seller ´s costs and
              ask Buyer to pay its excessive wear or its destruction. Seller is obliged to announce such request to
              Buyer at latest on day when the Goods (electrometers) is taken over.




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5. The Seller undertakes to deliver to the Buyer spare parts for deliveries of electrometers, i.e. screws
   for terminal boxes and guards of terminal boxes, if such a request arises, and the Buyer undertakes
   to pay the previously arranged price for the delivery.


6.   All types of electrometers shall be delivered including the terminal box guards (packed together or
     separately) with tightly secured current as well as    voltage screws in the terminal box. In case of
     the electrometer version with derivation jumpers, they will be secured tightly in the connected state.


7. All electrometers shall be delivered to the Buyer at the address ČEZ Měření, s.r.o., Husova 610,
   539 79 Skuteč. INCOTERMS 2000, DDP




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                                                Annex No. 4


                        List of authorized persons, contact information
                                              [To be completed]




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                                              RSD 637–2010




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