Sample Contract for Construction Works, pursuant to Sec. 536 and seq., Commercial Code
SOFTCOMP, a. s.
ID: 126 54 896
having its principal office at: Bezručova 12, Prague 8, Zip Code: 186 00
registered in the Commercial Register, Section B, Entry No. 2364, maintained by the Municipal Court, Prague
acting by: František Hála, Chairman of the Board of Directors
(hereinafter referred to as the “Client” on the first side)
JEKO, a. s.
ID: 542 36 798
having its principal office at: Kolářova 12, Prague 6, Zip Code: 163 00
registered in the Commercial Register, Section B, Entry No. 6541, maintained by the Municipal Court, Prague
acting by: David Ondráček, Chairman of the Board of Directors
(hereinafter referred to as the “Contractor” on the other side)
(Client and Contractor referred to also as the “Contracting Parties” or separately each the “Contracting Party”)
have entered on the below day, month and year pusuant to provision of Sec. 536 and seq., Act No. 513/1991 Coll., Commercial Code, as amended (hereinafter referred to as the „Commercial Code“) into the following
Contract for Construction Work
Terms and Conditions (Scope of Work)
1. The Contractor agrees to perform on his own risk in the term, scope and quality as below the construction called „ Factory Buildings, on the parcel No. 123, cadastral area and town Kolín“ (hereinafter referred to as the „Work“). The Work shall be performed by the Contractor under the following terms:
a) agreed Work specification included in project documents required for building permission prepared by the designer František David, order number 12/2008 - the project documents shall be an Attachment No. 1 to this Contract which shall be an integral part hereto (hereinafter referred to as the „Project Documents“),
b) conditions of planning permission and zoning approval issued on 12 May 2008 by the Building Control Authority, Kolín, ref. No. St 1256/2008,
c) applicable Czech National Standard (ČSN) and legal regulations.
2. The Client agrees to pay the Contractor for completed Work the Price agreed in the Article III. herein.
3. The Contractor shall perform the Work under this Contract, the Client’s requirements and in a compliance with the arrangements agreed by the authorized representative of both Parties in the building log, and respecting applicable regulations relating to this Work and executed in usual standard which may be required with regards to the nature of Work, in particular its decent, professional, proper and effective performance.
4. The Contractor shall perform the Work on the site No. 123 located in the cadastral area of....................., town ....................., registered in the Land Registry Office, kept by Cadastral Office ................ title number. ............ town .................... and cadastral area ..................... (hereinafter referred to as the „Site“), as specified in Project Documents.
Period of Performance
1. Commencement date of Work: 1 June 2008.
2. Completion date and delivery of Work: 31 June 2009.
Price of Work
1. The Contracting Parties have agreed the total price for performance of Work under the conditions agreed in this Contract and shall be CZK ................ (in words: ........................... Czech Crowns) excluding VAT (hereinafter referred to as the „Price of Work“). The Price of Work shall be increased by VAT under the applicable Law. The Contracting Parties hereby explicitly agree that the Price of Work shall be the ceiling price and may not be increased by the Contractor prior a written consent of the Client.
2. Detailed specification of the Price of Work is described in itemized budged included in the Attachment No. 2 which forms an integral part of this Contract.
3. The Client agrees to pay the Contractor the Price of Work upon invoices issued by the Contractor in the amounts and on the schedule as follows:
- pro forma invoice on the amount of CZK ...................., within ten days from the execution of this Contract,
- final invoice on the amount of CZK....................., within ten days from the delivery and acceptance of the Work, reduced by prior payments, retainage and increased by VAT.
4. The Contracting Parties have agreed that the retainage shall be 10 % from the Price of Work and 5 % shall be released after correction any defects specified by the Contracting Parties in the Delivery and Acceptance certificate of Work, and the payment amounting 5 % shall be released within three days after the Final Inspection Certificate comes into force, by wire transfer to the Contractor’s account communicated by the Contractor to the Client.
5. The Contracting Parties have agreed that each invoice shall be due within 14 days after they had been delivered to the Client.
Transfer of Title
The Contracting Parties have agreed that the title to the Work performed and related risk of loss transfer (except of damages caused by the Contractor) shall be transferred to the Client gradually as the Work shall be performed.
Duties of Contractor
1. The quality control of performed works shall be agreed separately between technical representatives of both Contracting Parties. The Contractor agrees to perform the Work upon the Project Documents, by qualified workers and using agreed material, building materials and technologies and in compliance with the purpose for which the Work shall serve. The Contractor agrees the Work shall have the specifications as agreed herein.
2. The Contractor shall keep the Site of the Work free from any health hazard, excessive or unnecessary nuisance around the Site and free from any pollution of the roads. Should the Contractor’s performance cause a pollution of the roads, he agrees to clean them up without undue delay at his own expense.
3. The Contractor shall give a notice to the Client by entering a record into the build log not later than two working days before the day when all the tests set forth in the Project Documents are executed and shall give the Client a written notice on the test results. The performed tests shall be included in the Price of Work.
4. The Contractor undertakes to prepare the documentation of actually performed Work for the Work acceptance including geodetic survey. The Contractor shall prepare this documentation in two copies.
5. The Contractor shall complete its obligation arising hereof by entire and duly performance of Work under this Contract; and the delivery and acceptance of Work shall be acknowledged by the Parties by means of a written Delivery and Acceptance Certificate of Work singed by both Contracting Parties.
6. The Work shall also include manuals required for proper manning, operation and maintenance of particular parts of Work.
Duties of Client
1. The Client shall deliver the Contractor the construction site (Site) for free use by means of record entered in the building log so the works shall begin on the date as agreed for commencement of Work.
2. The Client shall provide the Contractor with junction point of water, sewerage system and electricity.
3. Should the Client fail to meet the terms agreed hereof, the Contractor shall not be in delay with fulfillment of terms under this Contract.
4. A substantial breach of this Contract by the Client shall be considered if the Client shall be in arrears with the payment of any invoice more than five days from the due date. In case of such substantial breach the Contractor shall be entitled to withdraw from this Contract.
Acceptance of Work; Warranty for Work
1. The Contractor shall deliver the completed Work and the Client shall accept the Work upon on the written Delivery and Acceptance Certificate of Work in a date agreed herein. The Contractor shall notify the Client by a record entered in the building log not later than two working days prior the Work is ready to be accepted. Upon this the Client shall conduct the pre-warranty meeting (acceptance inspection).
2. The Contractor shall submit during the acceptance procedure:
- certificates of warranty,
- documentation of actually performed Work in two copies,
- building log,
- Waste Disposal Record.
3. The Contractor shall not be liable to accept the Work if such Work shall show defects disallowing the use of the Work. The Contractor agrees to rectify the defects and outstanding works that do not prevent the use of Work within thirty days from the day of delivery and acceptance of Work.
4. The Contractor shall give warranty for the Work for a period of 36 months after the date of delivery of Work (hereinafter referred to as the „Warranty Period“). The Client shall be liable to give a written notice of the defects discovered within the Warranty Period to the Contractor without delay and not later than seven days of it being discovered.
1. In the event of default in completion of the Work the Contractor shall pay the Client and upon his written notice the penalty equal to 0,05 % from the Price of Work for each day of default.
2. If the Client shall be in default with the payment of the Price of Work, the Contractor shall be entitled to require from the Client the penalty equal to 0,05 % from the due amount for each such day of default.
3. The provision regarding the penalty shall in no way affect the right of the Contracting Parties in respect to indemnity.
1. This Contract shall enter into force and shall take effect on the day when it is executed.
2. The Contracting Parties hereby agree that entering into this Contract and performing duties under this Contract have been duly approved by the relevant company bodies of the Contracting Parties in a compliance with legal regulations, by-laws and other internal regulations of the Contracting Parties; and no other approval or consent shall be required.
3. The Contracting Parties agrees to respect the legitimate interests of the other Party, shall conduct in accordance with the purpose of this Contract and shall not counteract such purpose and they shall perform all legal and other actions that may prove necessary to reach the purpose of this Contract.
4. All documents in writing shall be mailed at the address of the Contracting Parties set forth in the heading of this Contract unless either of the Contracting Parties shall give a written notice to the other Party on changing its address. Whatever papers the delivery of which is required, assumed or is made available by this Contract and regardless of any other available way allowed by the legal regulations to prove such a delivery, shall be deemed to have been served if such had been delivered to the other Contracting Party at the address set forth in the heading of this Contract or at the address noticed in written form by either Contracting Party to the other Party.
5. Any changes and amendments to this Contract shall require a written form.
6. If any provision of this Contract is determined to be invalid or unenforceable, the validity or enforceability of the other provisions either of this Contract as neither a whole nor other provisions will be affected unless such an invalid or unenforceable provision is severable. Contracting Parties herby agrees to supersede such an invalid or unenforceable provision by a new valid and forceable provision that most closely matches the intent and the purpose of the original provision.
7. This Contract and the relations arising from shall be governed by the Law of the Czech Republic, particularly by the relevant provisions of the Act No. 513/1991 Coll., Commercial Code, as amended.
8. This Contract had been made in two duplicates whereby each Contracting Party shall retain one copy each.
Done in Prague on 15 May 2008 Done in Prague on 15 May 2008
SOFTCOMP, a. s. JEKO, a. s.
František Hála David Ondráček
Chairman of the Board of Directors Chairman of the Board of Directors