Electronic Billing / Billing Data Exchange Contract

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Frederick George Mosley
6 years ago
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1 Electronic Billing / Billing Data Exchange Contract Executed on the below day, month and year by and between ŠKODA AUTO a.s. with its registered seat at Tř. Václava Klementa 869, Mladá Boleslav II, Mladá Boleslav Registered in the Commercial Register kept by the Municipal Court in Prague, Section B, File 332 Business ID: VAT ID: CZ Represented by: Ing. Dana Němečková, MBA, Head Accountant, and Luděk Koliáš, Head of Overdraft Accounting Department hereinafter the "Client" and. Registered seat / place of business... Business ID:... VAT ID:... Company entered in the Commercial Register maintained by... Acting through / represented by Name:., Title: and Name:.., Title: hereinafter the "Provider I. Purpose of Contract The contracting parties jointly claim the existence of or intention to establish a business relationship between them. For the purpose of quick and undemanding paperwork connected with settlement of their client-provider relationships, the contracting parties have agreed on the contracting terms and conditions of billing of goods and services and related matters. Unless otherwise specified, the conditions of cooperation agreed in the context of the existing business relationship also apply hereto. The procedure laid down herein aims at minimisation of unfavourable consequences of the growing agenda of their client-provider relationship and further at acceleration of their billing relationship and increased information and introduction of electronic billing (i.e. electronic billing data exchange and archiving). II. Subject of Contract 2.1 To fulfil the purpose hereof, the contracting parties have agreed that the Provider shall send to the Client electronic tax invoices for the goods sold and services provided to any of the Client's plants throughout the effective period hereof. - 1/5 -

2 2.2 The term "tax invoice" shall mean tax invoices and corrective tax invoices meeting the definition of an "invoice" pursuant to Council Directive 2006/112/EC. III. Tax Invoice Issuing 3.1 The provider agrees in compliance with Article II, paragraph 1 to issue tax invoices in the technical form (data sentence form) and send them to the Client in the agreed manner. The tax invoices must be issued in compliance with Council Directive 2006/112/EC and include at least the appurtenances specified in Article 226 of Council Directive 2006/112/EC. 3.2 The Provider shall be responsible for the legibility, comprehensibility, correctness and completeness of all data included in the issued tax invoices sent to the Client pursuant hereto. 3.3 In the case of a found discrepancy in the tax invoices sent to the Client pursuant hereto in comparison to the actual status of the supplied goods or the provided services, the Provider shall be liable to correct the discrepancy immediately and send the Client a corrected tax invoice, unless otherwise agreed between the parties. 3.4 The parties have agreed to keep each other informed about any occurred technical issues immediately after their detection and collaborate in their solution. 3.5 In the case of need both parties shall take measures for identification and elimination of errors for the purpose of damage prevention, unless the costs of the measures are largely nonproportional to the pending damage. 3.6 The contracting parties hereby agree to tax invoice issue in the electronic format. IV. Issued Tax invoice Delivery, Electronic Communication 4.1 The Provider shall deliver the issued tax invoices to the Client in the electronic format pursuant to the current version of the "Implementation Handbook" attached as Annex No. 1 hereto, and forming an integral part hereof, and further also available on The Client hereby reserves the right to change Annex 1 with timely information of the Provider about every change. The Provider hereby agrees to observe the technical changes and deploy them within an adequate deadline from their notification. 4.2 The issued tax invoices shall be delivered by the Provider to the Client daily in sum (meaning every business day of the Client). 4.3 The parties hereby agree to take care of their own electronic communication equipment and assurance of its maintenance and operability throughout the period of their mutual cooperation, each at its own cost and risk. 4.4 Message receipt by the Client and progress of the message processing will be reported to the Provider through the WebFakt application. - 2/5 -

3 4.5 Each of the parties shall bear its own costs incurred in connection herewith, including but not limited to the costs of acquisition and operation of the necessary communication equipment, software, employees, identification and potential bug fixing. 4.6 Both the Client and the Provider hereby agree to secure their communication equipment against unauthorised employees or third party access, against unauthorised information transfer and other similar abuse of the communication equipment. 4.7 The parties hereby agree to keep all non-public economic and technical details learned in the context of implementation hereof confidential as a business secret, not to disclose such information to any third party and not to use it for their own benefit unrelated to the purpose hereof. 4.8 The parties further agree to observe adequate security procedures and state-of-the-art measures. V. Final Provisions 5.1 This Contract is made in two counterparts, one for each party. 5.2 Any amendments hereto must be in writing duly signed by authorised representatives of both parties, including a waiver of the written form. 5.3 This contract shall be valid and effective from the moment of its execution and shall continue in force and effect throughout the existence of the business relationship between the Client and the Provider established on the basis of any goods supply or service provision contract (hereinafter the "business contract"). When all business contracts expire or are terminated, this contract shall become ineffective. Execution of a new business contract shall automatically renew this one unless otherwise agreed between the parties. 5.4 This contract relates to goods supplies and service provisions by the Provider to the Client throughout the effective period hereof, beginning on the day of the goods delivery or service provision DD.MM.YYYY. 5.5 Either party may withdraw from this contract without giving reason for the withdrawal. The notice period in this case shall amount to 30 days and shall start at the moment of the notice delivery to the other Contracting Party Any dispute arising out of or in connection with this Contract shall be finally settled by the competent court of justice: for a Supplier domiciled in the Czech Republic the Regional Court in Prague, and for a Supplier domiciled abroad the competent court at Wolfsburg, FRG. 5.7 The governing law for suppliers domiciled in the Czech Republic will be the Czech law and the governing law for suppliers domiciled abroad will be the law of the Federal Republic of Germany, with exclusion of the provisions of the UN Convention of 11 April 1980 about contracts for the international sale of goods and the provisions of the German international private law. 5.8 In case of the invalidity of any of the provisions hereof, the remaining provisions shall remain valid. The Contracting Parties hereby undertake to replace such invalid provision with a valid one, the content and purpose of which will best correspond to the originally intended economic purpose of the invalid provision. - 3/5 -

4 5.9 The contracting parties hereby jointly claim that they have carefully read this contract before its execution and confirm that the contract has been concluded on the basis of their mutual agreement as an expression of genuine, serious free will, with certainty and comprehensibility. In Mladá Boleslav, on.... in, on.... On behalf of ŠKODA AUTO a.s. On behalf of: Ing. Dana Němečková, MBA Head Accountant name, title Luděk Koliáš, Head of Overdraft Accounting Department - 4/5 -

5 Annex No. 1 Electronic Form of Communication and Communication Equipment Electronic exchange of billing data is implemented via the web application WebFakt. Electronic Form of Communication Internet application WebFakt the Provider shall send to ŠKODA AUTO a.s. an electronic invoice as an EDI message of EDIFACT Global Invoice D07A the user shall work with the application via an internet browser, MS IE or Mozilla Firefox are recommended The message structure is described in the Implementation Handbook of Škoda Auto under GLOBAL INVOICE message and is available for free on The structure of the transferred billing data file must accurately correspond to the structure described in the said Implementation Handbook. Hardware and Software HW and SW equipment on the Client and on the Provider side must comply with the requirements specified for electronic data exchange by way of the internet application WebFakt. Electronic Communication Security Secured login via HTTPS Access to the WebFakt internet application is restricted to authorised users. Both contracting parties are aware of the existence of the risk, which cannot be fully excluded, that a competitor or a third party, for example due to the limitations of the software or the method of electronic communication used, or on the basis of targeted unauthorised access or in another way, may gain access to the transferred tax invoices. Both parties are interested in and aim at minimisation of this risk. In the case of need (long-term technical issues, etc.) the parties shall agree alternative ways of the data delivery, etc. - 5/5 -

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