Annex No. 4 Contract Template CONTRACT No. on carry out of researching/purchase of goods or services (in case when the sum of money of one contract exceeds 50,000.00 PLN net and in case of purchasing external services) made on..., between: Magneto Sp. z o.o. with the registered office in Czestochowa, ul. Odlewnikow 43, represented by: 1.. 2. registered in KRS, possesses tax identification number NIP. REGON..., hereinafter referred to as the "PURCHASER" and... with the registered office in... represented by: 1.. 2.. registered in *: possesses tax identification number NIP. REGON..., hereinafter referred to as the "CONTRACTOR", with the following content:
1 On the basis of placed by PURCHASER order No. on... CONTRACTOR commits himself to do/delivery....., according to assumptions, determined by PURCHASER, forms in Annex No.1 of the contract. 2 1. CONTRACTOR commits himself to do work, referred in 1, in time to.... 2. Deadline determined in Sec. 1 connects CONTRACTOR on condition of: 1) return the contract signed by PURCHASER within 14 days from the date of it receipt, 2) delivery materials in appointed times determined in 5 Sec. 1 of present contract. 3. In case of breach of conditions mentioned in Sec. 2, CONTRACTOR can change the deadline of making whole work or its particular stages. 4. The division of labour into stages forming the subject of separate acceptance and settlement, together with appointed times of their acceptances and fees for particular component parts, determines Annex No.1 of present contract. 3 1. CONTRACTOR of work informs PURCHASER about end of each work stage, forms, according to the contract, the subject of separate settlements and about realization of whole work. 2. The acceptance of work or its part will take place in the seat of PURCHASER/ CONTRACTOR within 14 days from the day of work finish. Both parties prepare a delivery-acceptance protocol, which forms the base to issuing an invoice. 3. If CONTRACTOR does not take the work in the deadline, mentioned in Sec. 2, CONTRACTOR prepares a unilateral protocol, which forms the basis to settlement. 4 1. For execution the work determined in 1 both sides adjust the fee in the amount of (net value + VAT):... PLN (in words:...) 2. PURCHASER reserves the possibility of rise in fee, determined in Sec. 1, for reasons beyond his control, in particular of increase in prices of materials, raw materials, electric energy, etc., cost of conventional research activity, however not more than to % the contract value. 2
3. PURCHASER will pay the amount of fee, mentioned in Sec. 1 and 2, within 14 days from the day of receiving an invoice, on the bank account 4. The date of coming in the amount of fee on the Contractor's account is the date of payment. 5. For every day of payment delay CONTRACTOR charges statutory interest. 5 1. CONTRACTOR till to day... provides to PURCHASER indispensable for carrying out the work the following materials (data, documents):.... 2. PURCHASER authorizes CONTRACTOR to purchase or manufacture on his own range material objects, special equipment in this, essential to realization of the work within the framework of means agreed for carrying out the work. 6 1. If, in the course of carrying out the work, CONTRACTOR recognizes that the continuation of work is aimless, because results will be not in agreement with the assumptions, then he should immediately inform PURCHASER about this. 2. If, in the course of carrying out the work, PURCHASER recognizes that the continuation of work is aimless for crucial and justified reasons, then he has an obligation to immediately inform CONTRACTOR about this. 3. In cases mentioned in Sec. 1 and 2, both sides are obliged, within 14 days from the day of notification, to consider purposefulness of work continuation, simultaneously determine the state of work advancement in a protocol. The final decision on cessation of works belongs to PURCHASER. 4. An obtainment of negative results of works, carrying out according to the contract, is not the basis of liability of CONTRACTOR and does not relieve of PURCHASER responsibilities to pay the fee in recognition costs borne until the day in which CONTRACTOR affirmed the fact of impossibility to obtain a positive result of work, informed PURCHASER about it and interrupted the work. 3
7 In case of contract termination with consent of both sides and interruption of work included in the contract for reasons beyond CONTRACTOR control, PURCHASER is obliged to pay the fee owed in recognition of a part of the work in the amount of actually borne costs increased about a profit. 8 1. CONTRACTOR reserves exclusive rights to publish results of research included in the contract in the range of non-disclose the essence of solutions, the right to patent for inventions making in the middle of realization of researches as well as personal copyrights resulting from a law about copyrights. 2. The author's economic rights and property of research results are vested in PURCHASER. 3. The sides of the contract pledge themselves to keep secret and to not making available for third persons decisions of present contract, information and data obtained on the second part of the contract during and in connection to realization of the contract subject, which this obligation does not stop after the end of the contract. 9 PURCHASER and CONTRACTOR authorize the following persons to control of research course and to participation in committee acceptance of the work: from Purchaser's side : from Contractor's side: 10 Equipment and devices purchased by CONTRACTOR to realize the research will be property of PURCHASER/ CONTRACTOR**. 11 1. CONTRACTOR is obliged to pay to PURCHASER, for each day of delay, counting from settled in 2 Sec. 1 deadline of the work realization, a contractual fine in the amount of 0.05% of fee, mentioned in 4 Sec. 1, but not more than 20% amount of this fee. 2. PURCHASER is obliged to pay to CONTRACTOR, for each day of delay, counting from settled in 5 Sec. 1 deadline of delivery materials to CONTRACTOR, a contractual fine 4
in the amount of 0.05% of fee, mentioned in 4 Sec. 1, but not more than 20% amount of this fee. PURCHASER is the taxpayer of VAT. 12 13 The annexes form the integral part of this contract. 14 Every change in the contract requires written form under pain of invalidity. 15 In matters unregulated in the present contract the following rules of law are applicable: civil code, industrial property law, copyright and related laws. 16 1. Both sides will pursue settlement of litigious matters in the way of negotiations, taken immediately after occurrence of their reason. 2. In case of lack of matter settlement within 14 days, in the way mentioned in Sec. 1, a legal dispute will be settled by a court proper for the registered office of PURCHASER/ CONTRACTOR**. 17 The contract was prepared in the same terms copies, designated for copies for each side. PURCHASER:. CONTRACTOR:.. * write down proper for natural person or legal person, **underline proper 5