General Terms and Conditions of Purchase
Scope
1.1 These General Terms and Conditions of Purchase apply exclusively to the purchase and delivery of goods and services by suppliers to Stellar Exploration, s.r.o., with its registered office at Beranových 130, 199 00 Prague 9, Company ID No. 21718920, registered with the Municipal Court in Prague under File No. C 405269 (hereinafter referred to as “Stellar”), as the purchaser and recipient of such goods and services.
1.2 Any deviating or supplementary terms and conditions of the supplier shall not be binding on Stellar, even if Stellar does not expressly object to them or the supplier states that it will perform only on the basis of its own terms and conditions. The supplier’s terms and conditions shall not become part of the contract by implied acceptance, including through unconditional acceptance of deliveries or services or payment by Stellar. They shall be binding on Stellar only if expressly accepted by Stellar in writing.
Contract Formation
2.1 An order issued by Stellar constitutes an offer to the supplier for the purchase of the goods and services specified therein (hereinafter referred to as the “contractual items”) on the terms stated in the order. Stellar may revoke the order at any time before it is accepted by the supplier.
2.2 The supplier’s acceptance of an order shall contain all material order details, in particular the exact description of the ordered goods and services, order number, order date, delivery date and price. The supplier shall expressly identify in writing any amendments or additions to the order. Such amendments or additions shall become part of the contract only if expressly confirmed by Stellar in writing.
Scope of Performance / Changes to Scope
3.1 The scope of performance shall be determined by the information agreed upon at the time the contract is concluded, including the specifications, description of performance and other information provided to the supplier. Such information shall be supplemented by the information contained in the supplier’s quotations and catalogues or, where agreed information is missing, such information shall apply.
3.2 Stellar may make changes to the contract objects after conclusion of the contract to the extent possible and reasonable. If such changes increase or decrease costs or affect the agreed delivery date, the parties shall agree an equitable adjustment, considering any arrangements already made. If no agreement is reached, Stellar may terminate the contract if continued performance in the originally contemplated form is no longer commercially in Stellar’s interest for reasons not attributable to Stellar. Contractual items already delivered shall be remunerated at the agreed price.
3.3 The supplier warrants that the contractual items are fit for their intended use and conform to the state of the art applicable to the relevant industry sector. The supplier shall comply with all relevant standards, statutes and regulations under applicable law (e.g. ČSN, harmonised EN standards, ISO and, where applicable, DIN, VDE and VDI), in particular environmental protection, hazardous substances, hazardous materials and accident-prevention requirements (including directly applicable EU regulations and EU directives implemented into Czech law), shall ensure supply-chain security in accordance with applicable customs requirements and shall comply with all recognised safety requirements and Stellar standards made known to it.
Subcontractors
4.1 The supplier may not assign or subcontract the contract, or have it performed in whole or in part by any third party, without Stellar’s prior written consent. If the supplier breaches this obligation, Stellar may terminate the contract in whole or in part and claim damages.
Prices / Payment Terms
5.1 The agreed prices are firm and, subject to Section 3.2, shall not be subject to any additional charges or price increases of any kind.
5.2 Each invoice shall state the bank account details for payment, place of delivery, order and material numbers, quantities and unit prices of the contractual items. It shall also contain all information required for input VAT deduction, in particular the tax identification or VAT number, invoice number and any other mandatory details required by applicable law. If an invoice does not contain all required information or contains incorrect information, Stellar may return it to the supplier for correction. The payment period shall commence only upon receipt of a proper and corrected invoice.
5.3 Unless expressly agreed otherwise, Stellar shall make payments by bank transfer. If payment is made after delivery or acceptance and receipt of the invoice, Stellar may deduct 1% for payment within 14 calendar days; otherwise, payment shall be made without deduction within 30 calendar days. The discount shall also apply in the event of set-off or the justified exercise of a right of retention due to defects.
5.4 Stellar shall make payments in CZK, EUR or USD. If an invoice is issued in another currency, the amount shall be converted using the official euro reference exchange rate of the European Central Bank applicable on the date the invoice is received.
5.5 The supplier may not assign its receivables against Stellar. The supplier may set off claims against Stellar or exercise a right of retention only to the extent that its claims are undisputed or have been finally adjudicated.
Delivery Dates / Delay
6.1 Agreed delivery dates and periods are binding. Partial or early deliveries are permitted only with Stellar’s prior consent. The time of arrival at the receiving location specified by Stellar shall determine whether deliveries and services have been made on time.
6.2 If the agreed delivery date is missed, the supplier shall be in delay without the need for any reminder or further notice. The supplier’s delay shall not be excused by late supply from third parties.
6.3 The supplier shall immediately notify Stellar of the reasons for, and expected duration of, any known delivery delay. The supplier may rely on a delay for which it is not responsible only if it promptly notifies Stellar of the reason for the delay. Acceptance of a late delivery shall not constitute a waiver of any claim for damages.
6.4 If the supplier is in delay with the delivery of the contractual items or any part thereof, Stellar shall be entitled to claim a contractual penalty of 1 % of the net value of the part of the order affected by the delay for each calendar day of delay, up to a maximum of 5% of such value. If the delay affecting part of the order prevents the proper use of the delivery as a whole or prevents the purpose of the order from being achieved, the contractual penalty shall be calculated on the total net value of the order, up to a maximum of 5% of such value.
The contractual penalty shall be payable irrespective of whether any damage has occurred or of the amount of such damage. Payment of the contractual penalty shall not relieve the supplier of its obligation to perform the contract and shall not affect Stellar’s right to claim damages in full. Section 2050 of Act No. 89/2012 Coll., the Civil Code, shall not apply.
No contractual penalty shall accrue for any period during which the delay was caused by circumstances for which the supplier is not responsible under Section 6.5, provided that the supplier has complied with its notification obligation under Section 6.3.
6.5 If the delivery date or delivery period is exceeded due to circumstances for which the supplier is not responsible, such as force majeure or industrial action, Stellar may require performance later or, if those circumstances cannot be remedied within a reasonable period, terminate the contract with immediate effect. In such case, Stellar shall pay only for contractual items already delivered in accordance with the contract.
6.6 In the event of delay, Stellar shall retain all rights available to it under applicable law.
Delivery Terms / Transfer of Title and Risk
7.1 The place of performance for the supplier’s deliveries and services shall be Stellar’s registered office in Prague, unless otherwise agreed in writing (e.g. delivery or shipment to another receiving location).
7.2 Where relevant, the delivery terms shall be specified in the applicable Purchase Order (PO) by reference to a specific Incoterms® 2020 rule and the applicable named place or port. Where an Incoterms® 2020 rule is specified in the PO, the allocation of costs, transport-related obligations, customs clearance, insurance and transfer of risk shall be governed by that Incoterms® 2020 rule.
Unless expressly stated otherwise in the PO, the agreed price shall include all packaging costs and any other costs to be borne by the supplier under the applicable Incoterms® 2020 rule.
If no Incoterms® 2020 rule is specified in the PO, the agreed price shall include delivery to the place of performance, all packaging, transport, customs charges and transport-insurance costs, and the supplier shall bear the risk of loss of or damage to the contractual items until delivery to the place of performance.
The supplier shall properly package and transport the contractual items in accordance with applicable laws, industry standards and due care.
Incoterms® 2020 govern the allocation of costs, obligations and risk between the parties; transfer of title shall be governed by Section 7.4 of these Terms and Conditions.
7.3 Each shipment shall be accompanied by a delivery note and, where required by the order, the contract or applicable regulations, the relevant declaration or certificate of conformity. Invoices do not constitute delivery notes. Order confirmations, delivery notes, transport documents, invoices and all other correspondence shall state the order number, supplier number, item number, material number and product or article number. Any additional costs incurred by Stellar due to non-compliance with the above requirements shall be borne by the supplier.
7.4 For deliveries without installation or assembly, title to the contractual items shall pass to Stellar upon delivery to the receiving location. Unless otherwise specified in the Purchase Order by means of the applicable Incoterms® 2020 rule, the risk of loss of or damage to the contractual items shall pass to Stellar at the same time.
For deliveries including installation or assembly, title to the contractual items shall pass to Stellar upon acceptance at the place of installation. Unless otherwise specified in the Purchase Order by means of the applicable Incoterms® 2020 rule, the risk of loss of or damage to the contractual items shall also pass upon acceptance at the place of installation.
The transfer of title or the passing of risk in respect of the contractual items shall not constitute, or be deemed to constitute, an inspection, approval or acceptance of the contractual items as to their quantity, quality, functionality or conformity with the contract.
7.5 If the supplier reserves title, title to the contractual items shall pass to Stellar no later than upon payment. Any extended retention of title is excluded.
Import and Export Regulations / Evidence of Origin
8.1 The supplier is responsible for compliance with all relevant export-control regulations applicable at the time of delivery. At its own cost and risk, the supplier shall obtain all required import or export licences and other governmental approvals and complete all required customs formalities. The supplier shall proactively and in good time inform Stellar of any cooperation required from Stellar and shall assist Stellar in providing such cooperation. Upon request, the supplier shall promptly provide duly signed certificates or other evidence of origin containing all required information.
Inspection and Notification of Defects
9.1 For deliveries in large quantities or deliveries of multiple identical or similar contractual items, Stellar shall fulfil its inspection and defect-notification obligations by randomly inspecting a representative sample of the delivery. The inspection shall be carried out within a reasonable time after delivery insofar as this is consistent with normal business operations. The inspection shall cover the quantity and externally visible characteristics of the contractual items. Stellar is not required to test functionality, quality characteristics or dimensions that cannot be ascertained visually. Any detected defects shall be notified within a reasonable time. The same shall apply to hidden defects discovered later.
9.2 Stellar’s inspection and defect-notification obligations are limited to the scope set out in Section 9.1. The supplier hereby waives any objection based on delayed notification of defects under Section 2112 of Act No. 89/2012 Coll., the Civil Code.
Liability for Defects
10.1 The supplier warrants that all contractual items delivered by it:
a) conform to the state of the art in terms of processes, equipment, functions and design and comply with applicable laws and standards;
b) conform to the specifications stated in the order;
c) are free from defects;
d) are free from third-party rights;
e) meet the quality level customary in the relevant market and industry; and
f) are fit for the specific purpose for which they were ordered, provided that the supplier knew or should have known that purpose.
10.2 In the event of defects in the contractual items, Stellar shall be entitled to the rights under Section 2099 et seq. of Act No. 89/2012 Coll., the Civil Code. If, for reasons attributable to it, the supplier fails to provide supplementary performance or fails to do so within a reasonable period, Stellar may remedy the defects itself or through a third party or replace the contractual items itself or through a third party, irrespective of whether the original work was performed by the supplier itself. The supplier shall bear all resulting costs.
10.3 The supplier shall be liable for replacement deliveries and remedial work to the same extent as for the original delivery or service. Where a warranty period has been agreed, a new warranty period for the replaced or repaired contractual item shall commence on the date of its acceptance by Stellar.
10.4 Stellar’s claims arising from defective performance and from any warranty of quality shall be subject to the statutory limitation periods, unless a longer limitation or warranty period is expressly agreed in the order or contract.
10.5 The statutory provisions shall apply to construction projects and real estate.
Materials
11.1 All materials provided by Stellar, including on loan, in particular documentation, models, materials, equipment, components, production resources, packaging, tools, measuring instruments, devices or other items provided to the supplier (hereinafter referred to as the “Materials”), shall remain the property of Stellar unless otherwise expressly agreed in writing or required by mandatory applicable law.
The supplier may process, incorporate, combine, mix or otherwise use the Materials solely for the purpose of performing the contract for Stellar. If, as a result of processing, incorporation, combination, mixing or other use of the Materials, a new or resulting item is created and the supplier acquires ownership or a co-ownership interest in such item under applicable law, the supplier shall, to the maximum extent permitted by applicable law, transfer such ownership or co-ownership interest to Stellar without undue delay. The consideration for such transfer is included in the agreed price of the contractual items and no additional remuneration shall be payable to the supplier in respect of the transfer.
Until ownership or the relevant co-ownership interest has been transferred to Stellar, the supplier shall handle the relevant item exclusively in Stellar’s interests, keep it separately identified in its records and shall not sell, encumber or otherwise make it available to any third party without Stellar’s prior written consent.
11.2 The supplier shall immediately inspect the Materials and notify Stellar in writing of any objections without delay. The supplier may use the Materials solely for the manufacture of the contractual items and may not use them for any other purpose, permit their use by third parties or destroy them without Stellar’s prior written consent.
11.3 The Materials shall be clearly marked as the property of Stellar and stored safely by the supplier free of charge. The supplier shall exercise due care and maintain the Materials in proper condition at its own expense (including maintenance, servicing and partial renewal). The supplier shall bear the risk of loss of or damage to the Materials and other items provided, unless it is not responsible for such loss or damage. The supplier shall insure the Materials at its own expense against all insurable risks on an all-risks basis for their replacement value and shall provide evidence of such insurance to Stellar upon request. In the event of loss or damage, Stellar may claim damages or require assignment of the supplier’s claim against the insurer.
Quality Management / Right of Access to Supplier
12.1 The supplier shall maintain appropriate quality-assurance and quality-control procedures. It shall keep records of quality-control and quality-assurance measures and provide them to Stellar promptly upon request. Such records shall be retained by the supplier for at least 10 years from the date of their creation. The supplier agrees to audits by Stellar or by an expert appointed by Stellar to verify the effectiveness of its quality-assurance system, where appropriate with the participation of Stellar’s customer or client.
12.2 The supplier shall grant Stellar employees responsible for inspecting materials and related records, Stellar’s customers and representatives of competent authorities or their delegates access during normal business hours to all premises where work for Stellar or its customer is performed, whether at the premises of the supplier or its subcontractors. Such access may be used to monitor work progress, conduct related audits and inspections and qualify the supplier. At Stellar’s request, the supplier shall also provide spot access to all documentation relating to the contract.
12.3 The supplier shall immediately inform Stellar of defective contractual items that are not yet available for delivery or have already been delivered. Stellar may, at its reasonable discretion, require that the defect be remedied or that non-defective contractual items be manufactured and delivered.
12.4 This Section 12 shall apply whenever required by an order, contract, technical specification, quality-assurance agreement, applicable standard, a requirement of Stellar’s customer or a competent public authority, or whenever the contractual items are intended for aerospace use.
The supplier shall ensure that the obligations under this Section, in particular the audit and access rights under Section 12.2, are flowed down to its subcontractors involved in performance for Stellar, to the extent appropriate.
Spare Parts / Availability
13.1 The supplier shall keep spare parts available throughout the customary service life of the contractual items and supply them to Stellar on reasonable terms. If the supplier discontinues the contractual items or spare parts, it shall give Stellar the opportunity to place a final order.
Intellectual Property Rights
14.1 Upon delivery of a work protected by copyright, Stellar shall receive, free of charge, a non-exclusive, non-transferable and unlimited right, in terms of time, territory and scope, to use the work in any manner, including the right to grant sublicences.
14.2 The supplier shall indemnify and hold Stellar harmless against all third-party claims arising from infringement of any industrial property right, copyright or other right in connection with the contractual items supplied by the supplier and their use in accordance with the contract.
Confidentiality
15.1 The supplier shall keep confidential all information and documents of Stellar (including, for example, designs, samples, production resources, models, data carriers, prototypes, diagrams, drawings, calculations and know-how) of which it becomes aware as a result of the business relationship and which are not generally known and shall use them only for the purposes expressly specified by Stellar. Information contained in Stellar’s orders shall also be kept confidential. The supplier shall impose equivalent confidentiality obligations on its subcontractors. Any confidentiality agreements concluded between the parties shall remain unaffected. The confidentiality obligations shall survive termination of the business relationship.
15.2 At the end of the contract, the supplier shall promptly return to Stellar all documents received from Stellar, including all copies and drawings made thereof, or destroy them at Stellar’s request, unless the supplier is legally required to retain them. Stellar may require the return of such documents.
15.3 The supplier may refer to Stellar in advertising, references or other publications only with Stellar’s prior express written consent.
Rights of Retention
16.1. The supplier shall have no right of retention or lien over documents, information, materials or other items provided by Stellar unless its counterclaims are undisputed or have been finally adjudicated.
Termination
17.1 Stellar may terminate the contract at any time until the contractual items have been fully accepted. If Stellar terminates the contract, the supplier shall be entitled to the agreed remuneration, less any costs it saves because of the termination and any income it earns or wilfully fails to earn by using its resources elsewhere.
17.2 The right to terminate the contract with immediate effect for cause shall remain unaffected. Cause shall include, without limitation, the commencement of insolvency proceedings in respect of the assets of the other contracting party, dismissal of an insolvency petition due to lack of assets, or a breach of the confidentiality obligations under Section 15.
17.3 Stellar may terminate the contract with immediate effect in the event of non-performance or defective performance if the supplier fails to perform or remedy the breach within a reasonable cure period specified by Stellar, or if the supplier is more than four weeks in delay with the performance of contractual services. The same shall apply if the supplier is in delay with a material part of the contractual services.
Liability / Product Liability
18.1 The supplier shall be liable for all damage caused by it in connection with its performance, including damage caused by ordinary negligence. The supplier shall indemnify and hold Stellar harmless against third-party claims arising from the supplier’s culpable breach of its obligations. The supplier shall be liable for its representatives and subcontractors to the same extent as for its own acts and omissions.
18.2 The supplier shall indemnify and hold Stellar harmless against all third-party claims arising from a defect in a contractual item. Stellar may claim full compensation for its losses or require the supplier to indemnify it against third-party claims. The supplier shall maintain adequate insurance against such risks and shall provide evidence of insurance to Stellar upon request.
18.3 If Stellar considers it necessary, the parties shall enter into a quality-assurance agreement.
The supplier acknowledges that the contractual items may be incorporated into aerospace systems, spacecraft, launch vehicles or other mission-critical applications. The supplier shall perform its obligations with due consideration of the specific requirements applicable to aerospace products, including reliability, traceability, quality assurance and applicable technical specifications agreed between the parties.
The supplier shall be liable only for damages directly resulting from defects, non-conformities or breaches of contractual obligations attributable to the supplier. The supplier shall not be liable for any damages arising from the failure of the overall system, mission failure, launch failure or in-orbit failure, unless such failure is directly attributable to a defect of the contractual item or to a breach of the supplier’s contractual obligations.
Data Protection
19.1 All applicable data-protection laws shall be complied with, including Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Act No. 110/2019 Coll., on the Processing of Personal Data, and any internal operational rules of Stellar communicated to the supplier. The supplier shall bind its employees and auxiliary personnel who come into contact with personal data in the course of performing the contract to confidentiality and, upon request, shall provide Stellar with evidence of such obligation. Data-protection obligations shall survive termination of the contractual relationship.
19.2 Stellar is entitled to process personal data received in connection with an order, contract or business relationship with the supplier to the extent necessary for the conclusion and performance of the contract, administration of the supplier relationship, compliance with legal obligations and protection of Stellar’s legitimate interests. Personal data shall be processed only on an appropriate lawful basis and in accordance with applicable data-protection legislation, in particular the GDPR and Act No. 110/2019 Coll., on the Processing of Personal Data.
19.3 Personal data shall be retained only for as long as necessary for the above purposes or for such period as required by applicable law.
Compliance with Laws
20.1 The supplier shall comply with the laws and regulations of its country, including, without limitation, requirements concerning non-discrimination of employees and contractual partners, anti-corruption and the bribery of domestic and foreign public officials, the protection of internationally recognised human rights and environmental responsibility.
20.2 The supplier shall comply with applicable minimum-wage legislation (including Act No. 262/2006 Coll., the Labour Code, as amended) and remunerate its employees accordingly. The supplier shall also ensure that its suppliers and subcontractors comply with applicable minimum-wage legislation. Upon request, the supplier shall provide evidence of compliance with statutory minimum-wage requirements.
Final Provisions
21.1 All legal relationships between Stellar and the supplier shall be governed exclusively by the laws of the Czech Republic, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
21.2 For all disputes arising out of or in connection with the contract, the parties agree on the territorial jurisdiction of the court having subject-matter jurisdiction for the district in which Stellar’s registered office is located. Stellar may also bring proceedings against the supplier before the court of the supplier’s general jurisdiction.
Scope
1.1 These General Terms and Conditions of Purchase apply exclusively to the purchase and delivery of goods and services by suppliers to Stellar Exploration, s.r.o., with its registered office at Beranových 130, 199 00 Prague 9, Company ID No. 21718920, registered with the Municipal Court in Prague under File No. C 405269 (hereinafter referred to as “Stellar”), as the purchaser and recipient of such goods and services.
1.2 Any deviating or supplementary terms and conditions of the supplier shall not be binding on Stellar, even if Stellar does not expressly object to them or the supplier states that it will perform only on the basis of its own terms and conditions. The supplier’s terms and conditions shall not become part of the contract by implied acceptance, including through unconditional acceptance of deliveries or services or payment by Stellar. They shall be binding on Stellar only if expressly accepted by Stellar in writing.
Contract Formation
2.1 An order issued by Stellar constitutes an offer to the supplier for the purchase of the goods and services specified therein (hereinafter referred to as the “contractual items”) on the terms stated in the order. Stellar may revoke the order at any time before it is accepted by the supplier.
2.2 The supplier’s acceptance of an order shall contain all material order details, in particular the exact description of the ordered goods and services, order number, order date, delivery date and price. The supplier shall expressly identify in writing any amendments or additions to the order. Such amendments or additions shall become part of the contract only if expressly confirmed by Stellar in writing.
Scope of Performance / Changes to Scope
3.1 The scope of performance shall be determined by the information agreed upon at the time the contract is concluded, including the specifications, description of performance and other information provided to the supplier. Such information shall be supplemented by the information contained in the supplier’s quotations and catalogues or, where agreed information is missing, such information shall apply.
3.2 Stellar may make changes to the contract objects after conclusion of the contract to the extent possible and reasonable. If such changes increase or decrease costs or affect the agreed delivery date, the parties shall agree an equitable adjustment, considering any arrangements already made. If no agreement is reached, Stellar may terminate the contract if continued performance in the originally contemplated form is no longer commercially in Stellar’s interest for reasons not attributable to Stellar. Contractual items already delivered shall be remunerated at the agreed price.
3.3 The supplier warrants that the contractual items are fit for their intended use and conform to the state of the art applicable to the relevant industry sector. The supplier shall comply with all relevant standards, statutes and regulations under applicable law (e.g. ČSN, harmonised EN standards, ISO and, where applicable, DIN, VDE and VDI), in particular environmental protection, hazardous substances, hazardous materials and accident-prevention requirements (including directly applicable EU regulations and EU directives implemented into Czech law), shall ensure supply-chain security in accordance with applicable customs requirements and shall comply with all recognised safety requirements and Stellar standards made known to it.
Subcontractors
4.1 The supplier may not assign or subcontract the contract, or have it performed in whole or in part by any third party, without Stellar’s prior written consent. If the supplier breaches this obligation, Stellar may terminate the contract in whole or in part and claim damages.
Prices / Payment Terms
5.1 The agreed prices are firm and, subject to Section 3.2, shall not be subject to any additional charges or price increases of any kind.
5.2 Each invoice shall state the bank account details for payment, place of delivery, order and material numbers, quantities and unit prices of the contractual items. It shall also contain all information required for input VAT deduction, in particular the tax identification or VAT number, invoice number and any other mandatory details required by applicable law. If an invoice does not contain all required information or contains incorrect information, Stellar may return it to the supplier for correction. The payment period shall commence only upon receipt of a proper and corrected invoice.
5.3 Unless expressly agreed otherwise, Stellar shall make payments by bank transfer. If payment is made after delivery or acceptance and receipt of the invoice, Stellar may deduct 1% for payment within 14 calendar days; otherwise, payment shall be made without deduction within 30 calendar days. The discount shall also apply in the event of set-off or the justified exercise of a right of retention due to defects.
5.4 Stellar shall make payments in CZK, EUR or USD. If an invoice is issued in another currency, the amount shall be converted using the official euro reference exchange rate of the European Central Bank applicable on the date the invoice is received.
5.5 The supplier may not assign its receivables against Stellar. The supplier may set off claims against Stellar or exercise a right of retention only to the extent that its claims are undisputed or have been finally adjudicated.
Delivery Dates / Delay
6.1 Agreed delivery dates and periods are binding. Partial or early deliveries are permitted only with Stellar’s prior consent. The time of arrival at the receiving location specified by Stellar shall determine whether deliveries and services have been made on time.
6.2 If the agreed delivery date is missed, the supplier shall be in delay without the need for any reminder or further notice. The supplier’s delay shall not be excused by late supply from third parties.
6.3 The supplier shall immediately notify Stellar of the reasons for, and expected duration of, any known delivery delay. The supplier may rely on a delay for which it is not responsible only if it promptly notifies Stellar of the reason for the delay. Acceptance of a late delivery shall not constitute a waiver of any claim for damages.
6.4 If the supplier is in delay with the delivery of the contractual items or any part thereof, Stellar shall be entitled to claim a contractual penalty of 1 % of the net value of the part of the order affected by the delay for each calendar day of delay, up to a maximum of 5% of such value. If the delay affecting part of the order prevents the proper use of the delivery as a whole or prevents the purpose of the order from being achieved, the contractual penalty shall be calculated on the total net value of the order, up to a maximum of 5% of such value.
The contractual penalty shall be payable irrespective of whether any damage has occurred or of the amount of such damage. Payment of the contractual penalty shall not relieve the supplier of its obligation to perform the contract and shall not affect Stellar’s right to claim damages in full. Section 2050 of Act No. 89/2012 Coll., the Civil Code, shall not apply.
No contractual penalty shall accrue for any period during which the delay was caused by circumstances for which the supplier is not responsible under Section 6.5, provided that the supplier has complied with its notification obligation under Section 6.3.
6.5 If the delivery date or delivery period is exceeded due to circumstances for which the supplier is not responsible, such as force majeure or industrial action, Stellar may require performance later or, if those circumstances cannot be remedied within a reasonable period, terminate the contract with immediate effect. In such case, Stellar shall pay only for contractual items already delivered in accordance with the contract.
6.6 In the event of delay, Stellar shall retain all rights available to it under applicable law.
Delivery Terms / Transfer of Title and Risk
7.1 The place of performance for the supplier’s deliveries and services shall be Stellar’s registered office in Prague, unless otherwise agreed in writing (e.g. delivery or shipment to another receiving location).
7.2 Where relevant, the delivery terms shall be specified in the applicable Purchase Order (PO) by reference to a specific Incoterms® 2020 rule and the applicable named place or port. Where an Incoterms® 2020 rule is specified in the PO, the allocation of costs, transport-related obligations, customs clearance, insurance and transfer of risk shall be governed by that Incoterms® 2020 rule.
Unless expressly stated otherwise in the PO, the agreed price shall include all packaging costs and any other costs to be borne by the supplier under the applicable Incoterms® 2020 rule.
If no Incoterms® 2020 rule is specified in the PO, the agreed price shall include delivery to the place of performance, all packaging, transport, customs charges and transport-insurance costs, and the supplier shall bear the risk of loss of or damage to the contractual items until delivery to the place of performance.
The supplier shall properly package and transport the contractual items in accordance with applicable laws, industry standards and due care.
Incoterms® 2020 govern the allocation of costs, obligations and risk between the parties; transfer of title shall be governed by Section 7.4 of these Terms and Conditions.
7.3 Each shipment shall be accompanied by a delivery note and, where required by the order, the contract or applicable regulations, the relevant declaration or certificate of conformity. Invoices do not constitute delivery notes. Order confirmations, delivery notes, transport documents, invoices and all other correspondence shall state the order number, supplier number, item number, material number and product or article number. Any additional costs incurred by Stellar due to non-compliance with the above requirements shall be borne by the supplier.
7.4 For deliveries without installation or assembly, title to the contractual items shall pass to Stellar upon delivery to the receiving location. Unless otherwise specified in the Purchase Order by means of the applicable Incoterms® 2020 rule, the risk of loss of or damage to the contractual items shall pass to Stellar at the same time.
For deliveries including installation or assembly, title to the contractual items shall pass to Stellar upon acceptance at the place of installation. Unless otherwise specified in the Purchase Order by means of the applicable Incoterms® 2020 rule, the risk of loss of or damage to the contractual items shall also pass upon acceptance at the place of installation.
The transfer of title or the passing of risk in respect of the contractual items shall not constitute, or be deemed to constitute, an inspection, approval or acceptance of the contractual items as to their quantity, quality, functionality or conformity with the contract.
7.5 If the supplier reserves title, title to the contractual items shall pass to Stellar no later than upon payment. Any extended retention of title is excluded.
Import and Export Regulations / Evidence of Origin
8.1 The supplier is responsible for compliance with all relevant export-control regulations applicable at the time of delivery. At its own cost and risk, the supplier shall obtain all required import or export licences and other governmental approvals and complete all required customs formalities. The supplier shall proactively and in good time inform Stellar of any cooperation required from Stellar and shall assist Stellar in providing such cooperation. Upon request, the supplier shall promptly provide duly signed certificates or other evidence of origin containing all required information.
Inspection and Notification of Defects
9.1 For deliveries in large quantities or deliveries of multiple identical or similar contractual items, Stellar shall fulfil its inspection and defect-notification obligations by randomly inspecting a representative sample of the delivery. The inspection shall be carried out within a reasonable time after delivery insofar as this is consistent with normal business operations. The inspection shall cover the quantity and externally visible characteristics of the contractual items. Stellar is not required to test functionality, quality characteristics or dimensions that cannot be ascertained visually. Any detected defects shall be notified within a reasonable time. The same shall apply to hidden defects discovered later.
9.2 Stellar’s inspection and defect-notification obligations are limited to the scope set out in Section 9.1. The supplier hereby waives any objection based on delayed notification of defects under Section 2112 of Act No. 89/2012 Coll., the Civil Code.
Liability for Defects
10.1 The supplier warrants that all contractual items delivered by it:
a) conform to the state of the art in terms of processes, equipment, functions and design and comply with applicable laws and standards;
b) conform to the specifications stated in the order;
c) are free from defects;
d) are free from third-party rights;
e) meet the quality level customary in the relevant market and industry; and
f) are fit for the specific purpose for which they were ordered, provided that the supplier knew or should have known that purpose.
10.2 In the event of defects in the contractual items, Stellar shall be entitled to the rights under Section 2099 et seq. of Act No. 89/2012 Coll., the Civil Code. If, for reasons attributable to it, the supplier fails to provide supplementary performance or fails to do so within a reasonable period, Stellar may remedy the defects itself or through a third party or replace the contractual items itself or through a third party, irrespective of whether the original work was performed by the supplier itself. The supplier shall bear all resulting costs.
10.3 The supplier shall be liable for replacement deliveries and remedial work to the same extent as for the original delivery or service. Where a warranty period has been agreed, a new warranty period for the replaced or repaired contractual item shall commence on the date of its acceptance by Stellar.
10.4 Stellar’s claims arising from defective performance and from any warranty of quality shall be subject to the statutory limitation periods, unless a longer limitation or warranty period is expressly agreed in the order or contract.
10.5 The statutory provisions shall apply to construction projects and real estate.
Materials
11.1 All materials provided by Stellar, including on loan, in particular documentation, models, materials, equipment, components, production resources, packaging, tools, measuring instruments, devices or other items provided to the supplier (hereinafter referred to as the “Materials”), shall remain the property of Stellar unless otherwise expressly agreed in writing or required by mandatory applicable law.
The supplier may process, incorporate, combine, mix or otherwise use the Materials solely for the purpose of performing the contract for Stellar. If, as a result of processing, incorporation, combination, mixing or other use of the Materials, a new or resulting item is created and the supplier acquires ownership or a co-ownership interest in such item under applicable law, the supplier shall, to the maximum extent permitted by applicable law, transfer such ownership or co-ownership interest to Stellar without undue delay. The consideration for such transfer is included in the agreed price of the contractual items and no additional remuneration shall be payable to the supplier in respect of the transfer.
Until ownership or the relevant co-ownership interest has been transferred to Stellar, the supplier shall handle the relevant item exclusively in Stellar’s interests, keep it separately identified in its records and shall not sell, encumber or otherwise make it available to any third party without Stellar’s prior written consent.
11.2 The supplier shall immediately inspect the Materials and notify Stellar in writing of any objections without delay. The supplier may use the Materials solely for the manufacture of the contractual items and may not use them for any other purpose, permit their use by third parties or destroy them without Stellar’s prior written consent.
11.3 The Materials shall be clearly marked as the property of Stellar and stored safely by the supplier free of charge. The supplier shall exercise due care and maintain the Materials in proper condition at its own expense (including maintenance, servicing and partial renewal). The supplier shall bear the risk of loss of or damage to the Materials and other items provided, unless it is not responsible for such loss or damage. The supplier shall insure the Materials at its own expense against all insurable risks on an all-risks basis for their replacement value and shall provide evidence of such insurance to Stellar upon request. In the event of loss or damage, Stellar may claim damages or require assignment of the supplier’s claim against the insurer.
Quality Management / Right of Access to Supplier
12.1 The supplier shall maintain appropriate quality-assurance and quality-control procedures. It shall keep records of quality-control and quality-assurance measures and provide them to Stellar promptly upon request. Such records shall be retained by the supplier for at least 10 years from the date of their creation. The supplier agrees to audits by Stellar or by an expert appointed by Stellar to verify the effectiveness of its quality-assurance system, where appropriate with the participation of Stellar’s customer or client.
12.2 The supplier shall grant Stellar employees responsible for inspecting materials and related records, Stellar’s customers and representatives of competent authorities or their delegates access during normal business hours to all premises where work for Stellar or its customer is performed, whether at the premises of the supplier or its subcontractors. Such access may be used to monitor work progress, conduct related audits and inspections and qualify the supplier. At Stellar’s request, the supplier shall also provide spot access to all documentation relating to the contract.
12.3 The supplier shall immediately inform Stellar of defective contractual items that are not yet available for delivery or have already been delivered. Stellar may, at its reasonable discretion, require that the defect be remedied or that non-defective contractual items be manufactured and delivered.
12.4 This Section 12 shall apply whenever required by an order, contract, technical specification, quality-assurance agreement, applicable standard, a requirement of Stellar’s customer or a competent public authority, or whenever the contractual items are intended for aerospace use.
The supplier shall ensure that the obligations under this Section, in particular the audit and access rights under Section 12.2, are flowed down to its subcontractors involved in performance for Stellar, to the extent appropriate.
Spare Parts / Availability
13.1 The supplier shall keep spare parts available throughout the customary service life of the contractual items and supply them to Stellar on reasonable terms. If the supplier discontinues the contractual items or spare parts, it shall give Stellar the opportunity to place a final order.
Intellectual Property Rights
14.1 Upon delivery of a work protected by copyright, Stellar shall receive, free of charge, a non-exclusive, non-transferable and unlimited right, in terms of time, territory and scope, to use the work in any manner, including the right to grant sublicences.
14.2 The supplier shall indemnify and hold Stellar harmless against all third-party claims arising from infringement of any industrial property right, copyright or other right in connection with the contractual items supplied by the supplier and their use in accordance with the contract.
Confidentiality
15.1 The supplier shall keep confidential all information and documents of Stellar (including, for example, designs, samples, production resources, models, data carriers, prototypes, diagrams, drawings, calculations and know-how) of which it becomes aware as a result of the business relationship and which are not generally known and shall use them only for the purposes expressly specified by Stellar. Information contained in Stellar’s orders shall also be kept confidential. The supplier shall impose equivalent confidentiality obligations on its subcontractors. Any confidentiality agreements concluded between the parties shall remain unaffected. The confidentiality obligations shall survive termination of the business relationship.
15.2 At the end of the contract, the supplier shall promptly return to Stellar all documents received from Stellar, including all copies and drawings made thereof, or destroy them at Stellar’s request, unless the supplier is legally required to retain them. Stellar may require the return of such documents.
15.3 The supplier may refer to Stellar in advertising, references or other publications only with Stellar’s prior express written consent.
Rights of Retention
16.1. The supplier shall have no right of retention or lien over documents, information, materials or other items provided by Stellar unless its counterclaims are undisputed or have been finally adjudicated.
Termination
17.1 Stellar may terminate the contract at any time until the contractual items have been fully accepted. If Stellar terminates the contract, the supplier shall be entitled to the agreed remuneration, less any costs it saves because of the termination and any income it earns or wilfully fails to earn by using its resources elsewhere.
17.2 The right to terminate the contract with immediate effect for cause shall remain unaffected. Cause shall include, without limitation, the commencement of insolvency proceedings in respect of the assets of the other contracting party, dismissal of an insolvency petition due to lack of assets, or a breach of the confidentiality obligations under Section 15.
17.3 Stellar may terminate the contract with immediate effect in the event of non-performance or defective performance if the supplier fails to perform or remedy the breach within a reasonable cure period specified by Stellar, or if the supplier is more than four weeks in delay with the performance of contractual services. The same shall apply if the supplier is in delay with a material part of the contractual services.
Liability / Product Liability
18.1 The supplier shall be liable for all damage caused by it in connection with its performance, including damage caused by ordinary negligence. The supplier shall indemnify and hold Stellar harmless against third-party claims arising from the supplier’s culpable breach of its obligations. The supplier shall be liable for its representatives and subcontractors to the same extent as for its own acts and omissions.
18.2 The supplier shall indemnify and hold Stellar harmless against all third-party claims arising from a defect in a contractual item. Stellar may claim full compensation for its losses or require the supplier to indemnify it against third-party claims. The supplier shall maintain adequate insurance against such risks and shall provide evidence of insurance to Stellar upon request.
18.3 If Stellar considers it necessary, the parties shall enter into a quality-assurance agreement.
The supplier acknowledges that the contractual items may be incorporated into aerospace systems, spacecraft, launch vehicles or other mission-critical applications. The supplier shall perform its obligations with due consideration of the specific requirements applicable to aerospace products, including reliability, traceability, quality assurance and applicable technical specifications agreed between the parties.
The supplier shall be liable only for damages directly resulting from defects, non-conformities or breaches of contractual obligations attributable to the supplier. The supplier shall not be liable for any damages arising from the failure of the overall system, mission failure, launch failure or in-orbit failure, unless such failure is directly attributable to a defect of the contractual item or to a breach of the supplier’s contractual obligations.
Data Protection
19.1 All applicable data-protection laws shall be complied with, including Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Act No. 110/2019 Coll., on the Processing of Personal Data, and any internal operational rules of Stellar communicated to the supplier. The supplier shall bind its employees and auxiliary personnel who come into contact with personal data in the course of performing the contract to confidentiality and, upon request, shall provide Stellar with evidence of such obligation. Data-protection obligations shall survive termination of the contractual relationship.
19.2 Stellar is entitled to process personal data received in connection with an order, contract or business relationship with the supplier to the extent necessary for the conclusion and performance of the contract, administration of the supplier relationship, compliance with legal obligations and protection of Stellar’s legitimate interests. Personal data shall be processed only on an appropriate lawful basis and in accordance with applicable data-protection legislation, in particular the GDPR and Act No. 110/2019 Coll., on the Processing of Personal Data.
19.3 Personal data shall be retained only for as long as necessary for the above purposes or for such period as required by applicable law.
Compliance with Laws
20.1 The supplier shall comply with the laws and regulations of its country, including, without limitation, requirements concerning non-discrimination of employees and contractual partners, anti-corruption and the bribery of domestic and foreign public officials, the protection of internationally recognised human rights and environmental responsibility.
20.2 The supplier shall comply with applicable minimum-wage legislation (including Act No. 262/2006 Coll., the Labour Code, as amended) and remunerate its employees accordingly. The supplier shall also ensure that its suppliers and subcontractors comply with applicable minimum-wage legislation. Upon request, the supplier shall provide evidence of compliance with statutory minimum-wage requirements.
Final Provisions
21.1 All legal relationships between Stellar and the supplier shall be governed exclusively by the laws of the Czech Republic, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
21.2 For all disputes arising out of or in connection with the contract, the parties agree on the territorial jurisdiction of the court having subject-matter jurisdiction for the district in which Stellar’s registered office is located. Stellar may also bring proceedings against the supplier before the court of the supplier’s general jurisdiction.