Terms and conditions

Annex No. 1
General Commercial Terms and Conditions of OMS, spol. s.r.o. for Sale of Goods

Preamble

OMS, spol. s.r.o. confesses, in all its contractual relationships, the approach of proper and due fulfillment of all its contractual obligations, and expects the same approach from its contractual partners. The fair and honest economic relations and mutual satisfaction from concluded transactions represent the highest priority for this company and therefore in order to have good relations and bona fide publishes these General Commercial Terms and Conditions OMS, spol. s r.o. for sale goods.

Article I.
Initial Provisions

These General Commercial Terms and Conditions of OMS, spol. s r.o. for sale goods (hereinafter in the corresponding grammatical form will be referred to as the „GCTC“) which regulate the legal relations of OMS, spol. s r.o., with registered office at 419, 906 02 Dojč, IČO: 34 132 333, registered in the Commercial Register of the District Court Trnava, Sec.: Sro, Insert No. 1694/T and/or its subsidiaries and affiliates, distributors, and agents (hereinafter referred to as the „Seller“) and its customers (hereinafter referred to as the „Purchaser“ and collectively with the Seller as the „Parties“) in sale of goods under the Framework Purchase Contract with these GCTC forming an integral part thereof, and partial Purchase Contracts in the manner described in Art. 2.6 GCTC (the partial Purchase Contracts will be hereinafter referred to as the „Purchase Contracts“). The individual provisions of the Purchase Contract and the Framework Purchase Contract, if stipulated otherwise, shall prevail these GCTC, in the following ranking. Any words written in capital letters have the meaning allocated to them in these GCTC, unless defined in the Framework Purchase Contract otherwise.

Article II.
Object of Purchase

2.1. The Seller undertakes to deliver, in accordance with its trading assortment specified in the offer quotations, in accordance with the Purchaser´s partial orders, the goods properly marked and with accompanying documents.
2.2. The samples of goods are submitted solely for showing the class, size, or colour of the goods. Any size, weight or surface treatment of the goods are approximate only and may be different. The catalogues, brochures, and price lists set forth therein are determined for general information only and do not form a part of the Purchase Contract.
2.3. If the Seller prepares, upon Purchaser´s request, specifically designed schemes or plans, they must be finally approved by the Purchaser prior to delivery from the aspect of accuracy and appropriate character. The Purchaser is liable to obtain consents, approvals of governmental bodies, if required, for installation of the goods.
2.4. The Purchase Contract is concluded upon the Purchaser´s order and Seller´s acceptance, as set forth in Art. 2.6 of the GCTC.
2.5 The Purchaser undertakes to send an order to the Seller in any form (by mail, fax, e-mail), which shall contain reference to the number of the Framework Purchase Contract, the exact name of the goods, the place of delivery, the required quantity, the agreed Purchase Price, and the method of delivery and transport.
2.6. Under the properly completed Purchaser´s order, the Seller will review it. By review (approval) of the order (by acceptance), the Seller will confirm to the Purchaser the type, the Purchase Price, and the quantity of goods that the Purchaser undertakes to deliver, and will deliver the acceptance to the Purchaser. Upon delivery of the Seller´s acceptance to the Purchaser, the Purchase Contract is concluded between the Parties. The acceptance of the order will be send to the Purchaser in any form (by mail, fax, e-mail). This provision is not binding for the Seller in the event the manufacturer stops to supply the given goods or launches in the market any new versions of the goods.
2.7 The Purchaser – the statutory representatives undertake to buy the goods in their own names and to pay for the supplied goods the agreed price within the agreed period. If the Purchaser authorizes any proxy to buy the material, it will be obligated to furnish such written authorization to the Seller. The goods will not be delivered without such authorization.
2.8 The Seller reserves the right to make partial supplies and to make the supplies via its subsidiaries, affiliates, branches or any other companies belonging to the same group of companies, distributors, and agents.
2.9 Unless the Seller determines otherwise, the products will be supplied ex works (in the Seller´s place, Incoterms 2000), as set forth in the confirmation of the order by the Seller on the dates agreed by the parties. The date of delivery of the goods will be determined by the Seller in e-mail. The Seller reserves the right to make partial supplies and to make the supplies via its subsidiaries, affiliates, branches or any other companies belonging to the same group of companies, distributors, and agents.
2.10 In the event of canceling the order (or any part thereof) by the Purchaser after expiry of 24 hours following the confirmation thereof by the Seller, the Purchaser will pay a contractual penalty in the rate of 30% of the confirmed order amount, including the VAT.

Article III
Purchase Price, Invoice and Payment Terms

3.1 The Purchase Price includes the unit price which is agreed in the Purchase Contract.
3.2 Any value added tax, customs duties, withholding taxes or any public or bank fees paid or to be paid by the Seller may subsequently be added to the price for the goods and the Purchaser undertakes to pay them.
3.3 The Purchase Price is considered to be paid on the date of crediting the entire outstanding amounts to the Seller´s account. Any bank charges and costs connected with the bank transfer, including any loss from the exchange rate differences, if the Purchase Price was paid in any currency other than the agreed currency, and the claim for indemnification of the losses from exchange rate differences of the currency in which the Seller is liable to invoice, in respect of the currency in which the Purchase Price should have been and was paid, will be fully borne by the Purchaser. Exchange rate differences, if any, due to any change in the exchange rates and due to the exchange rate difference of the currency in which the Seller is liable to invoice, in respect of the currency in which the Purchase Price should have been and was paid, will be fully borne by the Purchaser; exchange rate gains, if any, due to any change in the exchange rates and due to the exchange rate difference of the currency in which the Seller is liable to invoice, in respect of the currency in which the Purchase Price should have been and was paid, represents a gain for the Seller. The provision of this Art.
3.3a applies also to any other payments to be made to the Seller.
3.4 The Purchaser undertakes to pay the invoiced Purchase Price on the due date. The invoice is due and payable within 30 days and the maturity period will commence on the date of issues thereof. If the due date of the invoice falls on Saturday, Sunday or holiday, the Purchaser is liable to pay the invoice on the immediately preceding business day.
3.5 The invoice must contain all required information according to the applicable legal regulations, and also the following:
- the identification that it is an invoice;
- serial number of the invoice;
- Purchaser´s name and address of the registered office, the place of business or establishment;
- Reg. No. (IČO) and the VAT Reg. No. (IČ DPH) of both parties;
- number of the order or contract with identification thereof;
- date of issue of the invoice;
- quantity and type of the supplied goods;
- due date of the invoice;
- variable symbol;
- constant symbol;
- the payable amount excluding tax, including tax, the tax rate, and the total tax in euro;
- the payable amount;
- imprint of the seal of the issuer of the invoice.
3.6 In the event Article III of the Framework Purchase Contract stipulates that the Purchase Price for the goods will be paid by the Purchaser in the form of advance payments, the Seller will send to the Purchaser an advance invoice which does not represent invoice for the VAT purposes. Upon receipt of the entire Purchase Price prior to delivery of the goods, the Seller will issue an invoice for the received advance payment according to the VAT Law. Upon delivery of the goods, the Seller will issue to the Purchaser a final invoice which will satisfy all requirements according to the VAT Law.
3.7 In the event identification of any payment made by the Purchaser fails to expressly show which invoice is paid by that payment, that will be considered as payment of the earliest due and payable penalty invoice and then the earliest due and payable outstanding amount.
3.8 Each of the Seller and the Purchaser is authorized to unilaterally change the number of its bank account, and it will notify the other Party to this effect sufficiently in advance, and it will also request the other party to make payment to the new number of the bank account. Such changes will have no effect on maturity of the invoice.
3.9 If the Purchaser is in delay with payment of the Purchase Price or any part thereof, the Seller is authorized to charge from the outstanding amount, for each partial day of delay, a default interest in the rate of 0.1%. The Purchaser is liable to pay the default interest within 14 calendar days of the date of issue of the invoice containing the default interest from the Seller. This will be without prejudice to the Seller´s right for indemnification of damage and the right to terminate the Purchase Contract.
3.10 In the event the Purchaser is in delay with fulfillment of any financial obligations to the Seller, the Seller is authorized:

a) to immediately retain any so far outstanding supplies of the goods, until the date of payment of the entire outstanding amount to the Seller or provision of such security in favour of the Seller, that will be identified by it as acceptable and sufficient, provided that suspension of supplies of the goods will not constitute violation of the Purchase Contract by the Seller or cessation of the Seller´s right:

b) to immediately terminate this Purchase Contract, provided that suspension of supplies of the goods will not constitute any Purchaser´s claim for indemnification of damage (actual damage or lost profit)
c) to supply any additional goods only if the Purchaser pays in advance the Purchase Price for each additional ordered supply of goods (modification of the payment terms set forth in Article 4.3 of these GCTC).

Article IV.
Security

4.1 The Purchaser acknowledges that without any individual loss of commercial trust, it is extremely important for the Seller to ensure solvency of each of its customers, and not to impair it during the entire term of the Purchase Contract between the Parties. Due to this reason, the Seller assesses, on regular basis, the Purchaser´s credibility and amount of obligations, and also its financial stability, in order to minimize the risk of increase of its overdue receivables to the Purchaser.
4.2 Due to the reasons set forth in clause 4.1, the Purchaser agrees with the Seller´s right to determine for the Purchaser, according to its internal rules for assessment of customers, the corresponding credit limit („Credit Limit“).
4.3 The amount of the Credit Limit, if agreed, is set forth in the Purchase Contract.
4.4 The Seller will inform the Purchaser in writing on each such change in the amount of the Credit Limit allocated to it.
4.5 The Seller is authorized to request the Purchaser, any time during the term of the Purchase Contract, even before execution thereof, to provide security for the Purchaser´s obligations (payment of the Purchase Price and any appurtenance thereto) arising from the supplies of goods under the Purchase Contract. The form, acceptability, and value of the security to be proposed by the Purchaser in order to secure its obligations arising from the business relations to the Seller will be decided by the Seller, and the preferred form of security is particularly a bank guarantee, Letter-of-Credit or a deposit of funds in favour and on the account of the Seller, a mortgage over a real property or any other secure and bonity form of security determined upon an agreement between the Parties.
4.6 The Purchaser is liable to deliver to the Seller, sufficiently in advance prior to the date agreed for delivery of the goods, documents proving that payment of the Purchase Price or any appurtenances thereof has been secured in the manner and in the amount agreed between the Parties according to Art. 4.3 above. If the Purchaser fails to fulfill the obligation, the Seller may retain, until delivery of the documents required by it, proving fulfillment of that obligation by the Purchaser, any so far outstanding orders of goods ordered by the Purchaser under the concluded Purchase Contract, provided that such Seller´s action will not constitute violation of the Purchase Contract by the Seller or cessation of the Seller´s right to immediately terminate the Purchase Contract, and provided that such suspension of supplies of goods would constitute any Purchaser´s claim for indemnification of damage (actual damage or lost profit) to the Seller In the event the documents according to this clause were required prior to execution of the Purchase Contract, the Purchaser is liable to provide such documents to the Seller sufficiently in advance prior to the agreed date of the first delivery, otherwise the Seller is authorized to refuse execution of the Purchase Contract.
4.7 Unless the Purchaser secures payment of the Purchase Price in the manner and in the amount required by the Seller in an additional reasonable period determined by the Seller, the Seller may immediately terminate the Purchase Contract in accordance with Article 3.10 of these GCTC. The Seller is not obligated to grant any additional reasonable period for provision of the agreed security.
4.8 In the event the Seller requires the Purchaser, in accordance with the foregoing provisions, to provide security for its receivables to the Purchaser, which arise from the executed Purchase Contract or prior to execution of the Purchase Contract and Purchaser is unable to provide to it the required security, any further performance of the Purchase Contract by the Seller or execution of the Purchase Contract by the Seller will be possible solely under the condition that the Purchaser will agree that all payments for the goods will be made before delivery of the goods to the Purchaser (advance payment).

Article V.
Delivery Terms

5.1 The Seller is liable to deliver the goods to the Purchaser according to the agreed delivery term ex Works (in the Seller´s place, Incoterms 2000, to delivery any documents which are related to the goods.
5.2 Unless agreed otherwise, the Seller will deliver the goods to the Purchaser upon fulfillment of the Purchaser´s obligation, in the place of the Seller´s office. In the event of agreement on the place of delivery determined by the Purchaser, the delivery will be fulfilled by delivering the goods to the first carrier, where the goods are visibly marked as shipment for the Purchaser. All this on the Purchaser´s account, unless agreed otherwise. In case of agreement between the Parties on delivery of the goods to the place determined by the Purchaser, the Purchaser is liable to ensure entry to the destination place, and also to specify the place where the goods may be stored, and this must be a place where the shipment may be actually unloaded and where the health and safety of the employees of the Seller (carrier) and the consignee is not endangered, and where the unloading of goods is not prevented by any limitations stipulated by the traffic rules, the rules for working with hydraulic loading equipment or any unsuitable field conditions. The Purchaser is liable to ensure that the consignee will provide to the Seller (carrier) all necessary assistance required for unloading the shipment in the given place. In the event the place is not ensured by the Purchaser in the manner described above, the Seller (carrier) is not liable to unload the goods.
5.3 The Purchaser or any person authorized by it is liable to take over the goods which is visibly marked as shipment for the Purchaser and is delivered in accordance with the accepted order and in taking over the goods, he is liable to check the goods and confirm, by his signature, the taking over of the goods on the delivery note which must show the serial number of the delivery note, identification of the Purchaser, the type and quantity of the delivered goods, the date and place of delivery. the parties agree that confirmation of delivery of the goods is a required condition for fulfillment of all Purchaser´s obligations.
5.4 Failure to take over the goods means, under the Purchase Contract, the condition when the Purchaser, during the term of the Purchase Contract, fails to take over the goods in the agreed quantity under the Purchase Contract in spite of the fact that the goods have been prepared by the Seller for delivery in the agreed places of delivery. The parties agree that the Purchaser is liable to take over the goods according to the accepted order within three days of the delivery date agreed in the accepted order. After that period, the Seller will store the ordered goods for the period of 60 days, at the Purchaser´s costs that shall be paid by the Purchaser to the Seller in the amount of EUR 7/sqm/day, unless agreed in writing otherwise. In the event the Purchaser fails to take over the goods within such additional agreed period, the Seller is authorized to sell the goods to a third person provided that the Purchaser will have no rights or claims from sale to such third person.
5.5 The Parties agree that the actually delivered quantity of goods means the quantity specified in the delivery note.
5.6 The Seller will attach a delivery note to each shipment of the goods. Such delivery note must be bilaterally confirmed by the parties in sale and taking over of the goods (in case of „Direct Shipment“, the delivery note may be confirmed by the manufacturer instead of the Seller). The Seller is authorized to refuse delivery of the goods in the event the Purchaser fails to furnish to the Seller the original delivery note via a person authorized to take over the goods under the Purchase Contract or a confirmed order, or a copy of the delivery note with original signature of the person authorized to act on behalf of the Purchaser.
5.7 The Purchaser undertakes, in taking over the goods in the form of direct shipment, immediately upon taking over the goods, to furnish to the Seller a confirmed copy (by seal and signature) or the original delivery note. In the event of failure to fulfill this condition, the Seller is authorized to immediately stop the remaining shipment of the goods. If no delivery note confirmed by the Purchaser is available or the Purchaser failed to fulfill its obligation arising from this Article within the determined period, then the issued invoice will represent a proper document replacing it. Then, the taking over of the goods means the date of the taxable performance shown in the invoice.
5.8 At the moment of acceptance of the goods by the Purchaser, the Purchaser will assume the liability for the quantity and type of the delivered goods set forth in the delivery note, and the risk of damage.

Article VI.
Reservation of Ownership Title

6.1 The Seller reserves the ownership title to the sold goods until full payment of the Purchase Price agreed in the Purchase Contract and upon satisfaction of all Seller´s claims arising for the Seller to the Purchaser from the Purchase Contract and/or GCTC and which are applied by the Seller to the Purchaser within (3) calendar months following occurrence thereof. The Parties expressly agree that for the purposes of this provision on reservation of ownership title, the Purchase Price means the Purchase Price including any appurtenance thereof.
6.2 In case of failure to fulfill the payment terms by the Purchaser, filing a petition for bankruptcy of the Purchaser, filing a petition for restructuring the Purchaser, liquidation of the Purchaser, the Purchaser shall have no right to sell any goods delivered by the Seller, which falls within the reserved ownership title. In such situation, the Seller is authorized to take over the goods for its disposal. This will have effects of termination of the Purchase Contract. Any costs for storing, transport and any other costs incurred in connection with retransfer will be borne by the Purchaser.

Article VII.
Liability for Defects and Rules of Complaints

7.1 The goods are sold in accordance with the relevant technical standards and the Seller draws attention to the fact that the goods must be stored and used according to the recommended technological procedures of the manufacturer.
7.2 The Seller´s Rules of Complaints containing the conditions and the method of applying complaints (or provided warranty period for the goods, if any) is attached as Annex No. 2 to the Framework Purchase Contract.
7.3 In the event any defect in the goods, which has been duly claimed by the Purchaser in writing and recognized by the Seller as reasonable, the Purchaser may: request remedy of the defect by replacing the goods for new goods free of defect or by delivery of the missing quantity of the goods or to require adequate discount from the Purchase Price or to terminate the contract with limitation according to §441 of the Commercial Code. The Purchaser may elect from the given claims only in the event the election is notified to the Seller in due time in the complaint protocol. In case of replacement shipment and replacement of defective goods for new goods free of defect, the Purchaser is liable to return the defective good to the Seller solely in the condition and in the quantity taken over. The discount from the Purchase Price may not be applied by the Purchaser by failure to pay for delivery of the goods or any part thereof. In the event the Purchaser requests review of quality of the goods with defects by an independent expert, any costs connected therewith shall be paid by it. The Purchaser is not authorized to repair any defects of goods in its premises or via a third person; in such case, the Purchaser will lose the warranty for the goods.
7.4 The Purchaser expressly accepts that applying any complaint has no dilatory effect on payment of the price for the goods in full value and on the determined due date.

Article VIII.
Force Majeure

8.1 It will not be considered as violation of the Purchase Contract if the Seller is unable to perform its contractual obligation s due to any obstacle which has occurred beyond its control and prevents the performance, if it cannot be reasonably expected from the Seller to avoid or overcome the obstacle or any performances thereof, and that he could foresee that obstacle at the time of assuming the obligation (including but not limited to a war, strike, earthquake, flood, fire, terrorist attach, breakdown in supplies of energies, natural disaster, industrial or labour disputes, street riots, fire, embargo, lack of labour forces, material, energy or transport means having affected the Seller or any subcontractor, as well as any circumstances resulting from any laws, directives, orders or act of any government or authorized body, etc.). Unless the parties agree in writing otherwise, the contractually agreed terms will be extended by the duration of the events of force majeure.
8.2 In any event, the Seller will have no liability for any special, ancillary, indirect or consequential damage, as for example any lost profit, loss of a contract, property damage, damage in use, purchase of replacement or liability to third parties.
8.3 The Seller will be liable for any injury or property damage (product liability), only if proved that such injury or damage were caused by gross negligence of the Seller.
8.4 No court action may be initiated against the Seller later than one year following occurrence of the reason and in no event later than upon expiry of three years following delivery of products.

Article IX.
Confidentiality

9.1 The Purchaser is liable to keep confidential all facts of which it becomes aware during mutual cooperation and disclosure of which to third persons could cause material or immaterial damage to the Seller, it is also is liable to protect all information which satisfy the definition signs of the term of business secret according to § 17 of the Commercial Code, as amended, to protect, not abuse, and not to disclose them to any third persons, otherwise it will be liable for any damage incurred by the Seller and resulting from violation of this obligation.
9.2 The term confidential information means primarily any provided materially recorded (verbal or visual) information and/or orally announced and materially recorded and perceptible facts, information, date, processes, know-how, expertise, project information, business plans, development plans, and other plans, processes, and operations, industrial property rights, market opportunities, business matters, information on the clients and goods, internal data, etc., copies thereof, all recordable media containing or publishing such information, summaries of such information, summaries or excerpts therefrom, including the business secret according to the Commercial Code, provided to the Purchaser directly or indirectly and/or otherwise acquired by the Purchaser, including discovery by watching).
9.3 The term confidential information means primarily everything that may not be disclosed, in the Seller´s interest, to any other persons (identified or not identified), disclosure of which to third persons might cause damage to the Seller or impair its interests, and everything which may be reasonably deemed to belong, according to the foregoing, based on the nature of such information or circumstances of provision thereof, to confidential information and in addition to that, all that is identified by the Seller in writing or verbally as confidential (or identified by any other similar clear mark), including any information which are or may be considered as business secret of a party to the agreement regardless the way in which the interested person has become aware thereof.
9.4 The term to keep confidentiality means primarily to keep the confidential information in strict secrecy, not to publish, disclose, make available to any third persons, and not to allow performance of such activities by third persons for any other persons and to properly protect the confidential information against such activities or theft. The term to keep confidentiality means also not to use the confidential information for obtaining any benefits for himself or any other person or in his own favour or in favour of any other person.
9.5 The relevant obligations of the parties relating to keeping confidentiality will not apply to any information which:

a) were known to the public at the time of publishing or have become generally known to the public in any way other than violation,
b) were known (supported by own corporate records or any other qualified evidence) prior to provision thereof,
c) the information are published because it is required by the law or a governmental body.
9.6 Any use of the confidential information by the Purchaser will always require a Seller´s prior written consent.
9.7 In the event of violation of the obligation or obligations set forth in this Article of GCTC by the Purchaser, its employee, worker or partner, the Purchaser is liable to pay a contractual penalty in the amount of Eur 33,000 (in words: thirty three thousand Eur) for each individual violation of the obligation under this agreement. The contractual penalty is due and payable within fifteen (15) calendar days following delivery of a notice on claiming the contractual penalty. The Purchaser unconditionally declares that the amount of the contractual penalty and the conditions of charging thereof, set forth in this Article of GCTC are adequate in view of the character, value and significance of the data, and it agrees with the amount of the contractual penalty and the conditions of payment.

Article X.
Notices

10.1 Unless in the contract agreed otherwise, any notice or any other correspondence relating to the contract must be delivered to the other party in a written form, by mail, courier service, fax, e-mail or given in person to the corresponding addresses of the parties, as set forth in the relevant Framework Purchase Contract or to any other addresses to be notified by either party to the other party according to this Article of GCTC.
10.2 Any notice or any other correspondence will be deemed delivered for the purposes of the relevant Purchase Contract:

a) on the date of delivery of the notice, if the notice is delivered in person or by courier service, or
b) on the fifth business day following the date of mailing the notice at the post office, or
c) if delivered by fax, at the moment of printing the fax message on successful dispatch, or
d) if delivered by e-mail, at the moment of receipt of the message on delivery.
10.3 In the event of any change of the business name, address, registered office, bank account or any other information relating to either party, which are related to the relevant Purchase Contract, each of the parties is liable to inform the other party to this effect without undue delay, otherwise it will be deemed that the performance was correct according to the original data.

Article XI.
Personal Data

11.1 The Purchaser hereby grants to the Seller express consent that the Seller is authorized to process the personal data of the individuals, provided by the Purchaser to the Seller, for the purposes of the Purchase Contract, in the extent and in accordance with the Law No. 428/2002 Coll. on personal data protection, as amended, or any law that will replace this Law in the future. The Seller is authorized to delegate the right to process the personal data to a third person, including a third person with registered office outside the territory of the Slovak Republic, provided that such person guarantees adequate level of protection. If such personal data are disclosed or made available to the Seller any time for the purposes of performance of the Seller´s obligations under the contract, the Seller is authorized to request the Purchaser to provide, together with such data, also a document containing the consent granted by the data subjects for processing of personal data by the Seller (including provision or making available thereof to the Purchaser) or to prove the conditions allowing the processing of such personal data (including provision or making available thereof to the Purchaser) even without a consent of the relevant data subjects. This will be without prejudice to the Purchaser´s liability for any violation of the personal data protection to the relevant data subjects.

Article XII.
Final Provisions

12.1 The mutual rights and liabilities of the Parties will be governed by the relevant Purchase Contract, the Framework Purchase Contract, the provisions of the GCTC, the Commercial Code, and supported by the provisions of the Civil Code, and any other corresponding legal regulations, in this sequence.
12.2 The Seller is authorized to amend or modify the GCTC subject to development of the legal and business environment, and in view of its business policy. The Seller will determine the valid version of the GCTC by publishing it. For the purposes of the contract, the publishing means making available of the document or information in the Seller´s public open premises and/or in the Seller´s website or in any other form in the Seller´s discretion, whereupon the document or information will be effective, unless specified in the relevant document otherwise. The Purchaser is authorized to express its disapproval with the modified GCTC by a written notice delivered to the Seller within 15 days following publication of the GCTC. If the Purchaser fails to do so, the amendments and modifications will come into force on the date set forth therein. If the Purchaser expresses it disapproval, within 15 days following publication of the GCTC, with modification of the GCTC and no agreement is achieved, the Seller is authorized to terminate the relevant Framework Purchase Contract. The termination will be withoud prejudice to the rights and liabilities of the Parties, which arise from the already executed Purchase Contracts.
12.3 Should any provision of the GCTC and/or the relevant Purchase Contract be or become invalid or unenforceable, such invalidity or unenforceability will have no effect on validity or enforceability of the remaining provisions of the GCTC and/or the Framework Purchase Contract and/or the relevant Purchase Contract. The Parties undertake to do everything which is or will be required for achieving the same objective as intended by the parties by the given invalid or unenforceable provision.
12.4 The Purchaser undertakes, during the contractual relation established by the Purchase Contract, as well as upon termination of the contractual relation, that it will not do and cause the Purchaser´s employees and cooperating persons will not do anything that might impair the goodwill of the Seller, particularly any illegal action, immoral or inappropriate behaviour to the public or mass media.
12.5 The GCTC will come into force on 01.01.2010. All contractual relations concluded between the Purchaser and the Seller after the effective date of the GCTC will be governed accordingly by the GCTC, unless stipulated otherwise.

In Dojč, date 01.03.2010
OMS, spol. s r.o.