GENERAL BUSINESS CONDITIONS

1. The Contractor shall be obliged to execute the work arranged in the relevant Contract of Work (“Contract”) in compliance with the contractual conditions. The Contractor confirms to meet all legal and technical prerequisites, to have at their disposal the capacities and professional knowledge, including knowledge of the CSN standards and all regulations, necessary to duly execute the work, to have familiarised themselves with the Client’s documentation, including all related Annexes and documents drawn up by other entities in relation to the execution of the work, and with all other Client-provided documents, and to be able to execute the work according to such an assignment in a professional manner and within the scope prescribed in the project (or other similar underlying documentation). Therefore, the Contractor hereby assures the Client that they are competent to execute the work in a professional manner, and declares to know all technical, qualitative and other conditions necessary for the timely and due execution of the work.
2. The Contractor guarantees that the work pursuant to the Contract contains everything that is necessary for its due execution, that the Contractor’s offer, being a basis for concluding the Contract, is correctly, completely and adequately calculated, and that the prices stated in pricelists or elsewhere in the Contract are sufficient to cover all expenses resulting from the Contractor’s contractual obligations. In executing the work, the Contractor shall be bound by the Client’s instructions and undertakes to adhere to them.
3. No other materials, technologies and/or changes but those specified in the project documentation or the documentation to be followed in the execution of the work must be used without the Client’s written consent. Concurrently, the Contractor guarantees and undertakes not to use in the execution of the work any material that is known at the time of its use to be harmful. If the Contractor does so, it shall be obliged to rectify the breach immediately upon Client’s written request and shall be responsible for all cost associated therewith.
4. The Contractor may have the work executed by a third party (subcontractor) with the Client’s prior consent (Section 2589 of the Civil Code). Where the work is executed by a third party, the Contractor shall be liable as if it executed the work on its own. If a penalty for breach of an obligation is arranged between the Contractor and the Client, the breach caused by the third party (subcontractor) charged by the Contractor with executing the work shall also be ascribable to the Contractor, unless agreed otherwise in writing.

1. In all matters relating to the fulfilment of the Contract, the Contractor shall comply with all applicable laws and legal standards. The Contractor shall give all notices and shall pay all charges required pursuant to the applicable laws, regulations and directions for the due fulfilment of their contractual obligations resulting from the Contract.
2. The Contractor hereby expressly declares to be duly fulfilling their obligations towards the Tax Office (i.e. duly levying taxes), the social security administration, the labour office, the health insurance association, etc.
3. The Contractor shall be obliged to observe the conditions of the building permit and the competent building office’s instructions and to execute the work in compliance with the CSN standards applicable in the EU, the manufacturers’ technical conditions and usage, and within the scope of the Contract and the project (or other similar underlying) documentation. If damage is caused as a consequence of breach of such regulations, all cost and responsibility shall be borne by the Contractor.
4. The Contractor shall obtain at its own cost all permits, licences or approvals necessary for a trouble-free execution of the work.
5. Upon request, the Contractor shall be obliged to provide I) the Client or II) the authorities or control bodies with all required certificates of their ability to execute the work or have it executed. This includes, in particular, the registration of the Contractor’s activity in the Commercial Register or in the form of a business licence, the general and special permits required for the due execution of the work pursuant to the Contract (author’s certificates and other specific testing of the workers charged with managing and executing the work, etc.), the certification of the Contractor’s company, and the Contractor’s licences and other documents certifying their competence to duly execute the work pursuant to the Contract.
6. The Contractor shall be obliged to notify the Client of the demonstrable training of the Contractor’s and the subcontractors’ employees regarding the environment protection conditions, the occupational health and safety – risks, handling of chemicals and agents, waste management, emergency measures, incidents, etc.
7. If the Contractor has their seat outside the Czech Republic and sends their employees to the Czech Republic to perform there the work pursuant to the Contract, the so-called foreign employer, they shall be obliged to notify the Client in writing, at least 2 days prior to the commencement of the employees’ work, of the details necessary to fulfil the Client’s notification duty towards the Labour Office, that is, in particular:
   • employees’ identification details;
   • employees’ addresses in the country of their permanent residence and their delivery addresses;
   • numbers of the employees’ travel documents and name of the issuing authority;
   • type, place and period of work and any changes to these details, always at the latest within 3 days of the respective change.
8. If the Contractor has their seat outside the Czech Republic and sends their employees to the Czech Republic to perform there the work pursuant to the Contract, the so-called foreign employer, they shall be obliged to substantiate to the Client in writing, at least 2 days prior to the commencement of the employees’ work, that the employees are duly registered for social security and health insurance in the country of their permanent residence.

1. Construction site shall mean the area designated for construction, maintenance work, and construction equipment within the scope arranged in taking delivery of the construction site, which shall be confirmed through a record of delivery of the construction site. Unless agreed otherwise, the construction site shall always comprise the construction (or built-up) land. By taking delivery of the construction site to perform work, the Contractor shall assume the risk of all damage to the work until the work is completed and delivered to the Client. Before taking delivery of the construction site, the Contractor undertakes to inspect the construction site and its surroundings and familiarise themselves with the shape and nature of the construction site, including the foundations, the hydrological and weather conditions, the scope and nature of the work, the scope and nature of the material necessary to duly execute and complete the work, and the options of access to the construction site and the construction equipment.
2. Where the Contractor uses the Client’s premises and stocks, including utilities (electricity and water) and security, the payment for these services shall be arranged in taking delivery of the construction site; the Client shall be entitled to receive payment for these services from the Contractor. Unless the payment is arranged between the parties in taking delivery of the construction site, the Contractor shall be obliged to pay the Client the amount usual at the time of concluding the Contract.
3. The Client shall deliver the construction site to the Contractor at the latest within 03 days prior to the commencement of work, unless the parties agree otherwise.
4. The Contractor shall be obliged to duly demarcate the construction site and the work to be executed and duly observe the basic direction and altitude points until the work is released to the Client. The Contractor shall also demarcate the individual objects in detail and shall be responsible for the correctness of such demarcation. Furthermore, the Contractor shall be obliged to adhere to the obligations in Government Regulation No 591/2006 Coll., on more detailed minimum requirements for occupational health and safety at construction sites, that is, in particular, to observe the workplace requirements stipulated in the special law (Government Regulation 101/2005 Coll.) while arranging the construction site. The Contractor shall be obliged to delimit workplaces for the performance of individual works and activities and follow the procedures pursuant to the special laws regulating the occupational health and safety conditions, in particular, Government Regulation No 361/2007 Coll.
5. The Contractor shall be obliged to have the underground lines delimited based on the individual underground lines administrators’ statements provided by the Client. If the underground lines have already been delimited, the Contractor shall be obliged to familiarise themselves with their deployment and route after taking delivery of the construction site and either appropriately re-lay these underground lines or protect them from damage that might occur during the execution of the work. The Contractor shall be obliged to familiarise themselves with the location of all existing networks (in particular, electricity lines, poles or pylons, telephone lines, drainage system, water pipes, etc.) before commencing the ground or other works capable of intervening in the existing networks. The Contractor shall be liable for all damage to the networks whatever their kind, caused by the Contractor or their subcontractors in the execution of the work.
6. The Contractor shall locate or relocate the traffic signs pursuant to the roads regulation if it is necessary for the commencement of work at the construction site. The Contractor shall also be responsible for locating, relocating and maintaining the traffic signs depending on the course of work at the construction site. Where safety signs and signals need to be located, the Contractor shall be obliged to follow the procedure in Government Regulation No 375/2017 Coll.
7. Unless agreed otherwise, the Contractor must take, at their own cost, all measures necessary to secure the delivery and distribution of water, fuel, and electricity (“media”) to all places as necessary for the execution of the work (individual pieces of construction equipment, makeshifts, construction work parts, etc.); the cost thereof shall be included in the price of work, unless agreed otherwise. The Contractor shall be obliged to keep the construction site clean and in order, to remove the waste and dirt resulting from the Contractor’s activity, and to comply with the conditions in Chapter VIII. The Contractor shall also be obliged to keep the public roads clean.
8. At their own cost, the Contractor shall arrange the security guarding of the construction site and, if necessary, the fencing of the construction site or other suitable security measures, unless agreed otherwise in taking delivery of the construction site.
9. Upon completion of the work, the Client shall be entitled not to take delivery of the work if the construction is a mess, in particular, if the remaining material is not put away, the construction waste is not removed, etc.
10. At the latest within 3 days from the elimination of possible defects and backlog according to the delivery protocol, the Contractor shall be obliged to vacate the construction site and make it compliant with the project (or other underlying) documentation, the Contract, or the agreement between the parties. If the Contractor fails to vacate the construction site or fails to restore it as agreed, the Client shall be entitled to charge the Contractor a penalty in compliance with the Contract. If no penalty is arranged in the Contract, the Contractor shall pay the Client a penalty of 0.3 % of the total price of work for a) each commenced day of default with fulfilling the obligation to vacate the construction site or b) each commenced day of default with restoring the construction site in compliance with the Contract, the agreement between the parties, or the project documentation.

1. The Contractor shall be obliged to keep a builder’s diary during the course of constructing the work. The Contractor shall make daily entries in the builder’s diary regarding all important circumstances occurring during the execution of the work and shall record therein all facts decisive for the fulfilment of the Contract, in particular, details of the scope and time progress of the work and their quality, the reasons for any possible deviations of the works from the project documentation, and details necessary for the work to be reviewed by the competent authorities and administrative bodies. The Contractor shall also duly fill out the introductory sheets of the builder’s diary (basic details, list of suppliers, list of basic documents, list of documentation, an overview of tests and measurements, and list of other documents). Each party shall be obliged to comment on the other party’s records in the builder’s diary at the latest within 3 calendar days from entry or within 1 day from entry when it comes to works preventing further progress, unless agreed otherwise; otherwise, the respective party shall be assumed to agree with the entry.
2. Where the Contractor is having movable property (component) documentation, manuals, or calculations drafted for the purposes of the execution of the work, they shall be responsible for the property (components) being flawless and the documentation (calculations, manuals) being correct and complete. Before commencing the execution of the work, the Contractor shall be obliged to provide the Client with the technological procedure, including the time schedule of works. During the construction, the Contractor shall record all changes to the work in a single copy of the project documentation. The work shall not be considered as duly executed and complete for the purposes of its delivery to the Client until the as-built documentation is delivered to, and approved by, the Client. All changes must be recorded clearly and comprehensibly.
3. The Client’s designated employee specified in the Contract shall be entitled to supervise the fulfilment of the Contract conditions at the construction site and monitor whether the Contractor’s works are carried out according to the applicable construction project, the Contract, the technical standards, and other laws and in compliance with the public authorities’ decisions. To this effect, such an employee shall have access to the construction site at any time. The Client shall be entitled to notify the Contractor in writing of any deficiencies ascertained during the execution of the work without undue delay through an entry in the builder’s diary and to set a timeframe for their elimination. During the execution of the work, inspections and technical safety checks shall be carried out by the Client. If the Client discovers defects and enters them in the builder’s diary, the Contractor shall be obliged to eliminate them.
4. The Client’s designated employee charged with technical supervision shall be entitled to order the Contractor’s workers to suspend work if the Contractor’s designated representative cannot be reached and the safety, health or life of those working on the construction is at risk or serious economic damage or a significant deterioration of the quality of the work is imminent. The provisions of Article IV.10 shall not be affected.
5. No part of the work must be covered or made inaccessible without the Client’s consent. The Contractor must provide the Client with all opportunities to inspect and measure all parts of the work intended to be covered or made inaccessible before they are covered by another part. At least three working days ahead, the Contractor shall inform the Client that the respective part of the work is completed or ready for inspection. If the Client’s representative fails to inspect the part of work to be covered or made inaccessible despite of having been invited to do so in due and timely manner, the Contractor shall be entitled to carry on executing the work. Where the Client demands additionally that such a part of the work is uncovered, the Contractor shall be obliged to uncover it at the Client’s cost. If, during the additional inspection, the Client finds that the works are not executed properly, the cost of uncovering such a part of work shall be borne by the Contractor. The Contractor shall bear the cost of uncovering even when the Contractor has uncovered the work or its part or has made them inaccessible without inviting the Client to inspect them in compliance with the above conditions. The parties shall make an entry in the builder’s diary regarding the results of the Client’s inspection.
6. The Contractor shall uncover, or shall enable access to, any part of the work as requested by the Client. Thereafter, the Contractor shall restore the respective part and shall make it functional. If the part is found to be executed in compliance with the Contract and the relevant documentation, the Client shall agree with the Contractor on the Contractor’s cost of uncovering, restoring and enabling access to the respective part of the work and of making it functional. Such cost shall be added to the contract price. Otherwise, the cost shall be borne by the Contractor.
7. The Contractor shall be obliged to ensure the participation of their workers in the inspection of the works and deliveries the quality and scope of which shall be checked by the Client’s designated worker and shall take immediate measures to eliminate possible defects and deviations from the project.
8. The Client shall be entitled to demand that the Contractor withdraw from the execution of the work the person in employment or other contractual relationship with the Contractor provided that such a person is, despite previous notice, breaching a) the OHS principles, b) the legal obligations, c) the contractual obligations applicable to the Contractor and the Contractor’s workers, or d) the rules of decency and good morals or is considered by the Client as undesirable for other serious reasons. The Contractor undertakes to satisfy the Client’s request without undue delay. The person withdrawn from the execution of the work must not be re-charged with executing the work without the Client’s consent. The Contractor shall be obliged to replace the person withdrawn from the execution of the work with another person without undue delay.
9. The Client shall be entitled to order:
   1. the removal of any material or operation equipment from the construction site if or within such a framework as specified in the order; the foregoing shall apply to the material or operation equipment which, in the Client’s opinion, does not comply with the Contract;
   2. replacement with appropriate and adequate material or operation equipment;
   3. the elimination and re-execution of works irrespective of the previous tests or preliminary payment for such works in relation to the Contractor’s material, operation equipment, work procedures or documentation provided that, in the Client’s opinion, the works are not executed in compliance with the Contract.
10. Upon the Client’s instruction, the Contractor must interrupt the execution of the work or any part thereof for such a period and in such a manner the Client may consider necessary. If the Client’s deems it necessary, the Contractor shall protect and safeguard the work or the part thereof appropriately during the period of interruption.
11. If the Contractor a) enters liquidation, b) is subject to bankruptcy or bankruptcy is imminent (Section 3(1) of Act No 182/2006 Coll.), bankruptcy proceedings are initiated against their property, their insolvency is dealt with by means of discharge from debts, or insolvency proceedings are initiated against the Contractor, c) is not able to fulfil their financial obligations (Section 3(2) of Act No 182/2006 Coll.), d) has breached any of the obligations stipulated in the Contract or these General Business Conditions more than twice, or e) is not observing the timeframes of partial performance arranged between the parties, the Client shall be entitled to rescind the Contract. In such case, the Client may complete the work on their own or through another person. If the Client rescinds the Contract, they shall not be obliged to provide the Contractor with any financial performance (including damages) in consideration of the execution of the work or, more precisely, of the Contractor’s activity until the work is duly completed (if it is to be completed) and until the cost of the due execution and completion of the work (including the elimination of defects) is fully ascertained.

1. The Contractor shall deliver to the Client the work duly executed in compliance with the Contract and within the Contract deadline, and the Client shall take delivery of the work on the basis of a written protocol unless they refuse to do so due to defects or backlog. The parties may agree that the duly executed work shall be delivered and shall be taken delivery of one duly completed part after another. The Contractor shall be obliged to notify the Client in writing, at least 3 working days ahead, of when the work or any part thereof will be ready for delivery.
2. The work shall be considered as duly completed once it has been delivered by the Contractor and taken delivery of by the Client on the basis of a written protocol. Once the protocol is signed by both parties’ authorized representatives, all measures and timeframes specified therein shall be considered as confirmed.
3. The Client may also take delivery of the work with defects and backlog provided that such defects and backlog do not hinder the due and safe operation of the equipment (work) and the parties have agreed on a deadline for their elimination. The parties shall be obliged to draw up a record on this fact, which shall be an integral part of the delivery protocol.
4. As part of the delivery of the work, the Contractor shall be obliged to provide the Client, in particular, with the following documents:
   • certifications and documents proving the required properties of the products pursuant to Act No 22/1997 Coll., on the technical requirements for products;
   • a record regarding all other indispensable tests, certifications and overhauls pursuant to the CSN standards and other legal or technical laws applicable at the time of the execution and delivery of the work, proving the achievement of the prescribed quality and parameters of the work;
   • as-built documentation containing all possible construction changes made during the execution of the work;
   • overhaul reports;
   • operations manuals;
   • builder’s diary; and
   • other documents necessary for the purposes of the occupancy permit procedure and, possibly, other deeds stipulated in a special law.
5. The Contractor undertakes to notify the Client that the work is ready for delivery only after the work has been duly completed. Where the Contractor notifies the Client of the work being ready for delivery and it is ascertained in the delivery procedure that the work is not completed or ready for delivery pursuant to the Contract conditions, the Contractor shall be obliged to compensate the Client for all cost associated therewith or pay a penalty of CZK 10,000 at the Client’s sole discretion.
6. The Contractor shall be responsible for the executed and delivered work being complete and having the properties specified in the project documentation, the applicable CSN standards, and the Contract and for the delivered quantity corresponding to the details specified in the accompanying documents.

1. 1. The Contractor’s and the Contractor’s subcontractors’ employees shall be obliged to adhere to the regulations pertaining to occupational health and safety. The Contractor shall be obliged to specify the occupational health and safety conditions in the contractor documentation an integral part of which shall be the technological or work procedure. The Contractor shall be responsible for all their employees and their subcontractors’ employees being professionally competent and medically fit to pursue the necessary activities. The Contractor must have at their disposal the valid proofs of the Contractor’s and the Contractor’s subcontractors’ professional competence and medical fitness and shall be obliged to submit them for consultation without delay at the Client’s request. The Contractor’s failure to prove their employees’ and their subcontractors’ employees’ professional competence and medical fitness shall be the reason for prohibiting these persons from pursuing the work activity with immediate effect. Concurrently, the Client shall be entitled to prohibit these persons immediately from entering the Client’s premises or the construction site without the due fulfilment of the Contractor’s obligations being affected by these facts. The Contractor shall still be liable for any injuries and damages caused as a consequence of breach or neglect of the relevant provisions of the Labour Code, Act No 361/2007 Coll., on the occupational health and safety conditions, and other applicable laws.
   2. The Contractor’s employees and representatives shall be obliged to follow the instructions of the Client’s inspection bodies (safety technician, energy technician, quality control manager, etc.) and construction managers (contract leaders). In the event of breach of the OHS laws or other regulations, the Client’s inspection bodies (safety technician, energy technician, quality control manager, etc.) and construction managers (contract leaders) may draw up a Record of Deficiencies in OHS. The Contractor’s designated persons shall be obliged to sign the Record or, possibly, express their standpoints. In the event of breach of the OHS principles on the part of the Contractor’s employees or representatives, the Contractor shall be obliged to rectify the breach in compliance with the instructions of the Client’s inspection bodies or representatives, including the compliance on the part of the persons in breach with the prohibition to carry on work at, or enter, the construction site. Where the Contractor is fulfilling tasks with other suppliers at a single workplace, the Contractor shall be obliged to exchange written information with the suppliers regarding the occurring risks and cooperate with them in their elimination (Section 101/3 of Act No 262/2006 Coll., the Labour Code) and to adhere to the obligations in Sections 101 to 105 of the Labour Code.
   3. The Contractor’s responsible worker must communicate an interruption or resumption of works to the Client’s designated representative and draw up a record thereof in the builder’s diary.
   4. The Contractor’s responsible worker must report to the Client’s representative without delay every occupational injury suffered by a worker taking part in the execution of the work through the Contractor so that the Client can participate in the investigation of the causes and circumstances of the injury. The further procedure shall be governed by Government Regulation No 201/2010 Coll., on the record of injuries. The Contractor shall be obliged to submit a copy of every injury record to the Client and shall also enter the occurrence of the injury in the builder’s and installation diaries.
   5. Before commencing their activities, all legal entities participating in the construction must prepare an overview of the risks arising from the individual suppliers’ activity pursuant to Section 101 of Act No 262/2006 Coll., the Labour Code, and shall submit it in writing to all other employers whose employees may be affected by these risks (an entry on the delivery of the overview and on the familiarisation therewith in the installation and builder’s diaries and the OHS diary).
   6. The Client’s technologies are typical of health risks, in particular:
      • mechanical risk (capture, compaction, hitting) from construction and other machinery and technological equipment (material processing machines, drives, operation machines, moulding machines, and other equipment);
      • risks arising from flammable liquids and gases;
      • risks arising from energy media (electricity, industrial gases, pressure equipment);
      • risks arising from the operation and use of transport technologies (roads, railways, crane transport, transport equipment);
      • risks arising from the exposure to chemical and physical harmful substances (dust, noise, vibrations, etc.);
      • risks arising from the arrangement of the workplace (insufficient handling working space, work performed in confined space, etc.);
      • risks of fall on the roads due to possible wear and tear and pollution;
      • risks arising from the failure to observe the ergonomic principles (lifting and transfer of loads, microclimatic conditions – heat, cold, air humidity);
      • risks arising from a fall from a height.

   A complete overview of the Client’s identified risks forms Annex No 1 to these GBCs.

   7. The Contractor must fulfil, in particular, the following safety

   instructions:

   • Prior to commencing the work, the workplace must be delivered in writing, at least in the form of an entry in the builder’s (installation) diary; the entry (see also Section 3(3) of Government Regulation No 591/2006 Coll.) must contain, in particular, all known facts significant in terms of safety and protection of health of the persons staying at the construction site or the respective workplace. Part of the delivery must be:
   • delimitation of the workplace;
   • determination of the access and escape ways;
   • determination of the Contractor’s and the Client’s responsible persons and of the person coordinating the OHS measures;
   • written information between the Client and the requesting person regarding the risks and the measures prior to their exposure at the workplace; this information must be available at the workplace.

   The Contractor must not commence works without the workplace being delivered in writing, including information on the risks.

   • The Contractor’s responsible workers (technicians, construction managers, installation crew managers, foremen, leaders) shall be obliged to undergo training at the Client’s premises before commencing the works. The Contractor shall be obliged to make sure that the Contractor’s and the Contractor’s subcontractor’s employees are demonstrably familiarised with the information from the training and the technological or work procedures to the extent as applicable to them.
     • Before commencing the works, the Contractor shall be obliged to designate and communicate to the Client the person professionally competent with respect to risk prevention, including the communication of this person’s contact details. Such a professionally competent person shall be a partner of the Client’s head employee and safety technician in the matters of occupational health and safety and shall be responsible for supervising the compliance with the work safety principles with respect to the activities pursued by the Contractor or the Contractor’s subcontractors.
     • The Contractor’s and the Contractor’s subcontractors’ employees may stay only at the designated workplaces and premises of performance of their work obligations. Staying at any other places or premises shall be strictly prohibited.
     • Each work group of the Contractor must have a designated leader as the person responsible for organizing the work group and for the observance of these General Business Conditions on the part of the Contractor’s and the Contractor’s subcontractors’ employees. The appointment of the responsible person shall be the Contractor’s obligation even if it concerns a two-member work group. The leader of the work group must be designated by the Contractor and published through an entry in the builder’s diary, including the phone number. In the event of such a person’s absence at the workplace, the person must be reachable throughout the period of the work group’s performance of work.
     • The Contractor’s and the Contractor’s subcontractors’ employees shall be obliged to use protective equipment based on the identified risks of the pursued activity. Persons pursuing activities for the Contractor under employment or other contractual relationship must use protective equipment at the construction site throughout the period of the performance of their activities, protecting the body part jeopardised by the activity. In the conditions of the production operations, the minimum equipment shall comprise the protective helmet, protective clothes, solid work shoes, and clean protective goggles. All employees of the Contractor and the Contractor’s subcontractors must be visibly identified with a corporate firm or another designation of the entity on behalf of which they perform their activity; the provisions of special laws pertaining to the equipment of the Contractor’s employees with protective equipment shall not be affected and their observance shall be the Contractor’s obligation.
     • The Contractor shall be responsible for the workplace (construction site) being clean and in order and for the observance of the obligations stipulated in Government Regulation No 591/2006 Coll.). In particular, the Contractor shall be obliged to ensure the continuous removal of the construction debris and materials caused by the performance of the works to the places agreed in the protocol of delivery of the workplace or the construction site. Moreover, the Contractor shall be obliged to safeguard all excavations, work premises, places jeopardized by the fall of things, barriers on the roads, and suchlike.
     • Where the performed works intervene in the passable profile of a rail (track) and they concern works in which it is necessary to pass through the rails or which limit or disrupt the passable area for the shifters of the rails of a normal gauge within a distance of 3,000 mm from the rail axis and a height of 6 m above the top of the rail and, in the rail of a narrow gauge, within a distance of 2,300 mm from the rail axis and a height of 4 m above the top of the rail, with a risk of disrupting the stability of the rail top or, possibly, another risk, the Contractor shall be obliged to agree with the railway representatives on the necessary safety principles and procedures.
     • Where the works intervene in, or disrupt, the company roads, the Contractor shall be obliged to arrange with the Client in writing in advance, or, possibly, with the owner, administrator or operator of the road or with the technical supervision of the road administrator competent based on the Client’s district plan, on the work procedure and the safety measures and shall safeguard the road in compliance with the relevant regulations.
     • The Contractor may carry out the connection to energies and media from the operation networks only with the respective entity’s knowledge and consent. The same rule shall apply to the use of the operation equipment or tools.
     • Temporary building structures (scaffolding):
   • Where the Contractor erects scaffoldings (“Contractor’s scaffolding”), they shall be obliged to erect such scaffolding in compliance with the legal requirements and shall be responsible for their observance and for damages caused by their operational activity.
   • Each scaffolding needs to be technically documented; the responsibility for due and completed documentation shall be borne by the Contractor.
   • Before erecting the scaffolding, the Contractor shall be obliged to agree with the relevant entities on the location of the scaffolding at the relevant premises.
   • The Contractor shall deliver the completed scaffolding to the Client in writing only if the erection of the scaffolding is part of the work pursuant to the Contract.
   • The Contractor shall be responsible for the safe erection of the scaffolding according to the technical documentation and the applicable laws, for the implementation of professional inspections, and for the elimination of defects and backlog, which shall be entered in the builder’s diary. If the Contractor cannot eliminate the defects immediately during the professional inspection, they shall inform all contractual partners about the need to interrupt the scaffolding work until the defects are eliminated. The information on defects shall be entered in the installation diary.
   • The Contractor of the scaffolding shall demonstrably (through an entry in the builder’s or installation diary) inform the contractual partners about the elimination of the respective defect once it is eliminated.
   • The Contractor shall disassemble the scaffolding at its own cost and responsibility, unless expressly agreed otherwise.
     • The construction site and the separate workplaces must be fenced and safeguarded within the meaning of Government Regulation No 591/2006 Coll. (see Article III of these GBCs) or, possibly, Client’s other instructions.
   8. The Contractor acknowledges the prohibition to consume alcohol or addictive substances, the prohibition to enter the construction site under the influence of these substances, and the prohibition to bring the foregoing to the construction site and the Client’s premises.
   9. At the Client’s request, the Contractor shall be obliged to ensure that the Client-designated persons performing activity for the Contractor under employment or other contractual relationship undergo a check for alcohol or other addictive substances. In the event of breach of the Contractor’s obligation to ensure that the Client-designated persons performing work for the Contractor under employment or other contractual condition undergo a check for alcohol or other addictive substances, the Contractor shall pay the Client a penalty of CZK 10,000 for each individual event of breach and, concurrently, shall bear all consequences and liability for possible damage or harm. The provisions of Article XI.6 shall also apply in this case.

1. The Contractor shall assume all obligations stipulated in Act No 133/1985 Coll., on fire protection, and the implementing regulations, in particular, Government Regulation No 172/2001 Coll. The Contractor shall be responsible for complying with the fire protection regulations and shall make sure that these regulations are also complied with by their subcontractors.
2. The Contractor’s employees and representatives shall be obliged to follow the fire protection instructions, and submit themselves to the competence, of the Client’s inspection bodies pursuant to the Client’s general and internal regulations pertaining to the pursuit of the respective inspection activity. The competences of the Client’s inspection body shall be vested in the fire protection technician and the construction manager.
3. The Contractor shall be obliged, in particular, to:
   • respect the fire protection principles and comply with the laws and the fire protection-related technical standards;
   • determine the fire protection measures and demand compliance with the fire protection principles in the course of the activity or at the premises with increased fire risk (applicable also in relation to the subcontractors);
   • make sure that the Contractor’s employees and subcontractors are trained on fire protection pursuant to Decree No 246/2001 Coll. prior to their entry to the construction site and the commencement of work;
   • demand that, where the activity is performed at the premises with increased fire risk, these premises are safeguarded in case of fire (fire extinguishers, escape ways, fire supervision);
   • provide the Client with a written report on any fire at the workplaces provided for the Contractor. This obligation shall not release the Contractor from the obligation to report the occurrence of fire to the competent state authorities;
   • carry out the inspection activity at the Contractor’s premises in compliance with the fire protection regulations;
   • ensure a follow-up supervision upon the completion of welding and other works with increased risk within the meaning of the CSN standards for welding.
4. The activities and premises with increased fire risk are stipulated in Act No 133/85 Coll., on fire protection, as amended, and possibly, in the implementing laws.

1. In fulfilling their obligations pursuant to the Contract, in performing their activities, and in applying the applicable procedures, the Contractor or, possibly, their subcontractors shall be obliged to comply with the applicable laws of the Czech Republic and other regulations and standards pertaining to environment protection, in particular, with the laws, decrees, regulations, etc. relating to waste disposal, handling of chemical substances and products, water protection, air protection, soil protection, countryside protection, etc.
2. The Contractor’s or, possibly, their subcontractors’ failure to fulfil in their activity the obligations relating to compliance with the legal and other requirements applicable to environment protection may be conducive to a financial sanction from the Czech Environment Inspection and other environment protection control authorities. The Client shall demand any possible sanctions and cost associated with the corrective measures from the Contractor.
3. The Contractor undertakes to notify the Client in writing in advance of all aspects of their activities, services, and products having or capable of having significant impacts on the environment.
4. The Contractor undertakes to make sure that the construction mechanization is in good technical condition. This means no leakage of operational fillings, mechanization being equipped with the means for the remediation of their possible leakage (absorbents, arresting tubs, etc.), and the mechanization operators being demonstrably trained by the Contractor on the measures in case of an emergency of this type so that they are able to avert ecological damage or, possibly, mitigate the consequences.
5. Where the implementation of activities, products, or services is associated with a high risk of leakage of hazardous chemicals or agents posing threat to the environment, the Contractor must prepare the necessary quantity and types of the remediation means. The Contractor must consult the location thereof at the construction site with the Client or, possibly, shall submit to the Client for consultation, before commencing work at the construction site, an Emergency Plan containing solutions to possible emergency situations.
6. At the Client’s request, the Contractor shall be obliged to provide a list of the hazardous chemicals and products, as well as copies of the safety sheets, handled at the construction site pursuant to Act No 350/2011 Coll., on chemicals and chemical mixtures, as amended. The Contractor shall be obliged to demonstrably train their employees and subcontractors on the method of using these chemicals and products and on the risks associated with their handling, etc. according to the safety sheets or the written rules.
7. The Contractor shall be responsible for complying with Act No 114/1992 Coll., on the protection of nature and countryside, as amended. In executing the work, the Contractor shall not damage the woody plant or other vegetation in the area of the construction. In felling the woody plants as per agreement with the investor or the investor’s representative within the zoning procedure and the building permit procedure pursuant to the cited Act, the Contractor must adhere to the conditions set forth in the felling permit (e.g. vegetative phase, etc.).
8. The Contractor or, possibly, the subcontractors shall be obliged to keep the construction site and the access ways maximally clean and in order.
9. Unless agreed otherwise in the Contract, the Contractor and, possibly, their subcontractors shall be obliged to dispose, at its own cost, of the waste arising from their activity. They shall be obliged to handle the waste and dispose of it in compliance with Act No 541/2020 Coll., on wastes, and the related implementing decrees, as amended.
10. The Contractor shall be obliged, in particular, to establish and mark the places of collection of individual wastes, to sort the wastes according to their individual types and categories, and collect such waste in the marked containers intended therefor.
11. The Contractor shall be obliged to deliver the waste only to the persons authorized to handle it.
12. The Contractor shall be obliged to keep all prescribed records in compliance with the law (waste production register, hazardous waste transportation register, hazardous waste identification sheets, records of waste delivered to the authorized persons, basic descriptions of the wastes or, possibly, their chemical analyses, etc.). At the Client’s request, the Contractor shall be obliged to submit these registers and records. The Contractor shall also be obliged to demonstrably familiarise all their employees and the subcontractors’ employees with the methods of handling the given types of waste.
13. The Contractor shall be obliged to enable the Client’s designated employee to enter the construction site to verify compliance with the applicable laws. Moreover, the Contractor shall be obliged to let the Client’s designated employee carry out an audit within such an inspection. The goal of the audit shall be to check compliance with the legal requirements pertaining to environment protection and with these General Business Conditions. The Contractor shall be notified of the audit at least 7 days beforehand.
14. The Contractor must enter all inspections, changes, defects, etc. at the construction with respect to the ecological impacts and environment protection in the builder’s diary.

1. The Contractor shall be responsible for the quality, functioning, and completeness of the work executed within the scope of the Contract and guarantees that the work will be executed in compliance with the conditions of the Contract, with the parameters specified in the project documentation and description of the construction, and with the quality corresponding to the CSN standards applicable in the EU and the technical conditions, standards, and other regulations and guidelines of the manufacturers and the suppliers of the material.
2. The Contractor shall provide a quality warranty for the executed work as a whole. The warranty period shall be 60 months long, unless the Contract stipulates otherwise.
3. The warranty period shall commence upon the elimination of all backlog and defects in the work as ascertained by the Client in the delivery of the work. During the warranty period, the Contractor guarantees that the work will have the agreed, or otherwise usual, properties and will be fit for use for the arranged, otherwise usual, purpose.
4. The parties agree that the Contractor shall be obliged to start eliminating a defect preventing due operation at the latest within 24 hours after being notified of the defect, unless the Contract stipulates otherwise. In the event of breach of this obligation, the Contractor shall pay the Client a penalty of CZK 3,000 for each commenced hour of delay; the Client shall be entitled to demand compensation for damages caused as a consequence of breach of the Contractor’s obligation; the Client may demand damages exceeding the specified penalty.
5. Where a defect prevents the due operation, the Contractor shall be obliged to notify the Client in writing, at the latest within 3 days after being notified of the respective defect, as to whether they admit the Client’s claim, including the deadline for elimination, or reject it, including the reasons.
6. In the absence of an agreement on the deadline for the elimination of the claimed defect, the defect must be eliminated at the latest within 14 days as long as it does not hinder the due operation; defects hindering the due operation must be eliminated without delay. The Contractor shall be obliged to make all possible efforts to eliminate defects hindering the operation without delay. In case of a defect hindering the operation, the Contractor shall communicate, already in the Contract draft, the specific person and the fax number to which the defect notice can be sent.
7. Claims may be submitted at the latest by the last day of the warranty period; a claim sent by the Client on the last day of the warranty period shall be considered as submitted in time.
8. The parties agree that the Contractor shall be obliged to start eliminating a defect not hindering the due operation at the latest within 180 hours after being notified of the defect, unless the Contract stipulates otherwise. In the event of breach of this obligation, the Contractor shall pay the Client a penalty of CZK 1,000 for each commenced hour of delay. The Client shall be entitled to demand compensation for damages caused as a consequence of breach of the Contractor’s obligation; the Client may demand damages exceeding the specified penalty.
9. The Contractor shall bear the cost of elimination of the claimed defect even in the disputable cases until a decision is made by an impartial person on whom the parties shall agree and whose conclusions the parties shall respect, or until the decision of the court.
10. If the Contractor fails to start eliminating a claimed defect in timely manner, the Client shall be entitled to have the defect eliminated by another specialized firm. The Contractor shall then compensate the Client for the cost associated therewith.
11. If it is proven in the disputable cases that the Client’s claim is unjustified, i.e. that the claimed defect did not occur by fault on the Contractor’s part and is not subject to the warranty conditions or, more precisely, that the defect was caused by the Client’s mishandling, etc., the Client shall be obliged to compensate the Contractor for all damages associated with the elimination of such a defect.
12. The Contractor shall eliminate justified defects free of charge and at its own cost and risk.
13. In the justified defects claimed in the warranty period, the warranty period shall be extended by the period from the notification of a defect until its elimination. The elimination of the claimed defect shall always be confirmed by the parties in writing.

1. 1. The Contractor’s right to the payment of the price shall arise, on principle, based on the approved list of works as a basis for invoicing, unless agreed otherwise between the parties. The Contractor’s final invoice must be accompanied by a written protocol on the delivery of the complete work to the Client.
   2. All invoices – accounting documents – shall be due for reimbursement within 60 days of delivery, unless the Contract stipulates otherwise.
   3. The Client shall refuse invoices joining together the deliveries of two or more orders.
   4. The invoices shall contain the elements stipulated in the laws, in particular, in the Accounting Act and the Value Added Tax Act, and shall specify the account number to which payment shall be made. If the Contractor is a value added tax payer (“VAT”), each invoice issued by the Contractor shall contain the applicable VAT and shall always specify the retention money (if any).
   5. Prior to the expiration of the maturity period, the Client shall be entitled not to reimburse and return an invoice not containing the agreed details or elements 1) stipulated in the laws, 2) prescribed by the Client, or 3) containing other contextual defects. The required contextual and supplemental elements of invoices shall be as follows:
      • a copy of the respective order shall be attached to each invoice;
      • each invoice shall specify the name of the whole construction and the whole number of the order and the Contract;
      • a confirmed interim certificate and list of the executed works shall be attached to each invoice.

   In the event of the partial delivery (performance), the Contactor must attach to the invoice the interim certificate showing:

   • total quantity of the order;
   • performance provided in the given month or through the given invoice (partial invoicing);
   • performed from the beginning until now;
   • yet to be delivered
   6. In the invoice to be returned, the Client must specify the reason for the return. With the justified return of the invoice, the original maturity period shall stop running; the whole maturity period shall re-commence on the date of delivering a corrected or newly issued invoice.
   7. The Contractor must discuss any possible extra work with the Client prior to its execution. The approved extra work must be entered in the Contract in the form of an amendment, unless another method has been determined. Works carried out by the Contractor without the consent of the person authorized to act on the Client’s behalf contrary to the Contract (of Work) must not be included in the list of works and deliveries. These works and deliveries shall be reimbursed only if the Client recognizes them as necessary or desirable through an amendment to the original Contract.
   8. Without the Client’s prior written consent, the Contractor shall not be entitled to assign receivables resulting from, or associated with, the fulfilment of this Contract. In the event of breach of this obligation, the Contractor shall be obliged to pay the Client a penalty of 20 % of the face value of the assigned receivable; the Client shall be entitled to demand compensation for damages caused as a consequence of breach of the Contractor’s obligation; the Client may demand damages exceeding the specified penalty. The penalty shall be due for reimbursement within 15 days of delivery of the Client’s billing.
   9. Other forms of payment, such as the set-off, payment schedule, promissory notes/bills, etc., shall be possible only with the Client’s written consent.
   10. From the invoice – accounting document, the Client shall be entitled to retain up to 10 % of the total price of work (excl. VAT). The retention money up to 5 % shall be released and paid at the Contractor’s written request and upon the submission of a bilaterally approved record of the due completion of the work without the defects and backlog (record of elimination of all defects and backlog) discovered in the delivery of the work to the Client; the remaining payment shall be made upon the expiration of the warranty period at the Contractor’s written request. The Client shall release the retained sums to the Contractor provided they have been released by the investor / higher client to the Client; in such case, the Client shall not be considered as being in default towards the Contractor.
   11. The Client shall not be considered as being in default if they do not reimburse any of the Contractor’s invoices on the arranged due date because the invoiced performance has not been paid for by the investor / higher client. In such case, a replacement timeframe for reimbursing the invoice has been arranged (extended maturity period) in manner such that the Client shall pay for the invoiced performance within 5 working days following the date of the investor’s / higher client’s payment of the respective sum.
   12. The Contractor undertakes to fulfil the tax duties regarding the VAT applicable to the Contractor’s taxable supplies and declares that they are not aware of any circumstances capable of constituting an obstacle to the fulfilment of the cited obligation.
   13. Where the Contractor provides construction or installation services, the Contractor shall be responsible for setting the right tax regime in compliance with Act No 235/2004 Coll., on Value Added Tax, as amended (“Value Added Tax Act”). The Contractor shall be obliged to make out the respective invoice / accounting document within 15 days from the date of taxable supplies. If, based on the provided performance, the construction or installation works within the scope of Section 92e of the Value Added Tax Act (reverse charge) are invoiced, the invoice shall state that the applicable VAT shall be added and recognized by the Client, stating the six-digit numerical code of product classification CZ-CPA 41 to 43 corresponding to the performance provided by the Contractor.

   If the tax administrator disputes with the Client, for justified reasons, the respective tax regime of the construction or installation works, the Contractor shall be obliged to make out a corrective accounting document and reimburse the VAT or demand that it is reimbursed by the Client. Any mutual obligations arising from the correction of VAT shall be fulfilled within 14 days of issue of the corrective accounting document. If the tax administrator orders the Client to pay default interest or other sanctions by reason of an incorrectly issued accounting document, the Client shall be obliged to compensate the Client for all performance paid or otherwise levied by the Client to the tax administrator as a result.

1. In the event of breach of the Contractor’s obligations stipulated in Articles II, VI, VII and VIII of these General Business Conditions, the Client shall be entitled to charge the Contractor a penalty stipulated in the Penalty Tariff (see Annex No 2 to these GBCs) for each individual breach of the obligations. If the competent authority (Labour Office, Czech Environment Inspection, Municipal Authority, Regional Authority, etc.) orders the Client on a final and conclusive basis to pay a penalty pursuant to the applicable laws, the Contractor shall be obliged to compensate the Client for damages.
2. If the Contractor fails to commence works on the date specified in the order or the Contract despite the opportunity to do so, the Client shall be entitled to charge the Contractor a one-time penalty of 10 % of the total price of work or a penalty of CZK 10,000 for each day of default with fulfilling the Contractor’s obligation to commence work. Which penalty shall apply shall be at the Client’s sole discretion. The Client shall be entitled to demand compensation for damages caused as a consequence of breach of the Contractor’s obligation to deliver due and timely performance; the Client may demand damages exceeding the specified penalty.
3. If the Contractor fails to comply with the final deadline for the execution of the work and its delivery to the Client or any of the partial deadlines of the execution of the work stipulated in the Contract, they shall pay the Client a penalty of 0.5 % of the total price of work for each commenced day of default. The Client shall be entitled to demand compensation for damages caused as a consequence of breach of the Contractor’s obligation to deliver due and timely performance; the Client may demand damages exceeding the specified penalty.
4. If the Contractor fail to eliminate the defects and backlog entered in the record of delivery of the completed work to the Client on the date specified in the delivery record, they shall be obliged to pay the Client a penalty of CZK 5,000 for each commenced day of default with eliminating each individual defect or backlog. The Client shall be entitled to demand compensation for damages caused as a consequence of breach of the Contractor’s obligation; the Client may demand damages exceeding the specified penalty.
5. The penalty for defects in the work shall correspond to 1 % of the price of work.
6. If the Client is in default with reimbursing an approved invoice on the due date, the Contractor shall be entitled to charge the Client default interest of 0.02 % of the amount due for each day of default.
7. With respect to all penalties arranged between the parties, the Client shall be entitled to demand compensation for damages caused as a consequence of breach of the obligation to which a penalty applies. Furthermore, the Client shall be entitled to demand damages exceeding the specified penalty. The Contractor shall be obliged to pay the penalty even if the breach has not been caused by fault on the Contractor’s part (Section 2048 et seq. of the Civil Code); in such case, however, the Contractor shall be entitled to ask the creditor to relieve them from such a penalty.

1. Where the Contractor executes work at the Client’s premises or on their land or on a Client-arranged land, the Contractor shall bear the risk of damage to, and shall be the owner of, the work, unless the Contract stipulates otherwise.
2. The risk of damage to the work, being the subject of maintenance, repair or adjustment, rather than the title to it shall pass to the Contractor, unless the Contact stipulates otherwise.

1. Insurance – At the Client’s request, the Contractor shall be obliged to submit a copy of the contract of insurance of property (supplies) and against damage to the work caused by the Client’s surrounding equipment due to a defective project.
2. At the Client’s request, the Contractor undertakes to conclude, without undue delay, but at the latest within 10 days of request, insurance contracts the content of which shall be insurance of the Contractor’s liability for damage caused by the Contractor’s activity or, possibly, insurance of the Contractor’s property (all the foregoing in relation to the work – subject of contractual performance); the Contractor undertakes to conclude the insurance contract in manner such that the insurance benefits limits shall be possible to be set by the Client for the Contractor, unless agreed otherwise.
3. If the Contractor breaches the obligation to conclude, without undue delay, but at the latest within 10 days of the Client’s request, insurance contracts the content of which shall be insurance of the Contractor’s liability for damage caused by the Contractor’s activity or, possibly, insurance of the Contractor’s property pursuant to Article XIII.2 of these General Business Conditions, the Client shall be entitled to rescind the Contract.
4. Unless the Contract stipulates otherwise, the parties’ rights and obligations, as well as the legal relationships ensuing from, or established under, the Contract, shall be governed by Act No 89/2012 Coll., the Civil Code, as amended (“Civil Code”), and the applicable laws of the Czech Republic.
5. The Contractor undertakes to keep the insurance contract(s) relating to the Contractor’s liability for damage and property insurance valid and effective throughout the period of the Contract. If the Contractor fails to take out the insurance contemplated in these General Business Conditions or fails to keep the concluded insurance contract valid and effective, the Client shall be entitled, in each individual case, to take out and keep valid any insurance policy as they may deem fit and pay whatever insurance premium as necessary for the given purposes. In such case, the Client shall be entitled to set off the paid insurance premium against the due financial obligations towards the Contractor and, if no set-off takes place, the Contractor undertakes to provide the Client with financial compensation corresponding to the paid insurance premium without undue delay of the Client’s request.
6. The Contractor shall be obliged to peruse these General Business Conditions and the Contract carefully to clearly understand the scope of the work and the activities associated with its execution; the Contractor shall also be responsible for perusing in detail and with due care all underlying documentation (including drawings, technical specifications, etc.) so that the work can be executed in due manner.
7. Divergent provisions in the Contract shall prevail over the wording of these General Business Conditions.
8. The Contractor shall be obliged to demonstrably familiarise all of their employees and subcontractors with these General Business Conditions.

In Ostrava, dated 01 December 2017