General Terms and Conditions for Procurement of T-Mobile ...

4.1 Adhering to the delivery deadlines, as stated in the Order confirmed by the Supplier, is an essential element in the realizationof the order. The Supplier must adhere to the stated delivery deadline / order completion, otherwise the provisions from Article 8 shallapply (contractual penalty). The Purchaser is entitled, upon its discretion, to cancel the order and to refuse to accept the subject ofthe procurement in case of delay with delivery by the Supplier.4.2 The Supplier shall, prior to the delivery, submit a delivery notice, indicating the order number, order subject, Supplier name,invoice, bill of lading, forwarder information. The packaging should duly contain order number, order subject and the full Purchaser'saddress.4.3 The Supplier is free to select the manner of transport and the forwarding company, as well as the insurance company.4.4 The Supplier obliges to provide the following documents which should be attached to the transport, where applicable:a) Bill of lading (foreign Supplier) 1 original and 2 copiesb) Commercial invoice of the Supplier 1 original and 2 copiesc) Specification for loading 1 original and 2 copiesd) Delivery note 1 original and 3 copiese) Insurance certificate (foreign Supplier) 2 copiesf) Certificate of origin (EUR 1 or similar) 1 original (foreign Supplier)4.5 Prior to the delivery of the equipment, the Supplier shall send by fax the following documents:1. Commercial invoice with a specification of the item prices2. Specification for loading4.6 The Purchaser shall confirm the accuracy of the documents as soon as possible, but not later than 24 hours after their acceptance byfax, if the following 24 hours are in working day. The Supplier must not start delivery prior to receiving a confirmation for receipt of thedocuments from 1 and 2 above from the Purchaser.4.7 The Supplier shall ensure packaging of the goods, in the form most appropriate to its features and for its protection, in order to preventdamages during its transport to the end destination, as established in the Order.5. Consequences of inappropriate delivery5.1 The Supplier is responsible for all damages/losses which are the result of irregular packing of the delivered goods as well asdamages/loss of goods during transport, if it was organized by the Supplier.5.2 All damages to the goods that have occurred up to the moment of passing the risk onto Purchaser, the Supplier shall compensate/replace at own expense in the shortest possible deadline.5.3 If the delivered equipment / service is not damaged or in any other way lacking, but does not satisfy the agreed technical,quality or other requirements important for fulfilling the needs of the Purchaser, the Purchaser is discretionally entitled:• To refuse acceptance or to perform partial or full return of the delivered equipment / performed service and to request freeof charge replacement with the appropriate goods /services, or• To cancel the Order if the Supplier does not replace the delivered goods /services within a reasonable deadline agreedwith the Purchaser.5.4 The goods which have not been received by the Purchaser due to damages, erroneous characteristics or complaint in thewarranty period shall be returned to the Supplier, at the cost of the Supplier, including transport and handling costs. If the Purchaserhas costs for control of the delivered goods, it can claim their covering by the Supplier.

6. Passing of risk6.1 Up to the handing over of the goods to the Purchaser at the designated delivery place, the risk for accidental destruction ordamage of the goods shall be borne by the Supplier, and after the handing over of the goods, this risk is passed onto the Purchaser.6.2 The risk does not pass onto the Purchaser, if the Purchaser, due to any lack of the handed over goods, has cancelled theOrder or requested replacement / repair of the goods up to the completion of such replacement/repair.6.3 If the handing over of the goods is not performed due to delay of the Purchaser, the risk passes onto the Purchaser at themoment of the start of the delay.7. Liabilities of the Supplier for deficiencies for the delivered goods / services7.1 The Supplier is liable for the material deficiencies of any delivered goods / service which existed at the moment of passing ofrisk onto the Purchaser, regardless whether these deficiencies were known to the Supplier or not.7.2 The Supplier is liable for those material deficiencies which appear after the passing of risk onto the Purchaser and which area consequence of a reason which existed prior (hidden deficiencies).7.3 The Supplier is liable for any third party rights on the delivered goods / services which excludes, decreases or limits therights to ownership/usage of the Purchaser, and for which existence the Purchaser was unaware, nor had it agreed to receive thegoods /service bearing such rights.7.4 The Supplier is obliged to timely inform the Purchaser in writing for any identified deficiency within 7 days as of the day of itsidentification. Depending on the type and volume of the deficiency, the Purchaser is entitled to seek any of the below measures fromthe Supplier, upon sole discretion:1. Removing the deficiency,2. Delivering a new identical item without an additional compensation (contract fulfillment),3. Price decrease, or4. To fully cancel the Order and request return of any possibly performed payments.7.5 In any of these cases, the Supplier is also entitled to compensation for the damage borne on other own goods, which hasoccurred as a result of the lack of the ordered goods, in line with the general damage liability rules in line with the ContractLaw of RM.8. Contractual penalties8.1 The Purchaser is entitled to charge contractual penalty from the Supplier in case of delay in fulfillment (of delivery/ serviceperformance), as well as in cases of delay in fulfillment of other obligations (repair and replacement of inappropriate equipment /service) in the amount of 1 % of the order value per day, up to 30% of the basis for calculation.8.2 Basis for calculation of the contractual penalty is the total value of the goods / services stated in the Order, excluding VAT.8.3 If the Purchaser has borne damage surpassing the above defined contractual penalty, it is entitled to seek payment of thedifference up to full compensation of the damage, if this damage has occurred solely as a result of the non-fulfillment of theobligations undertaken with the Order and these General terms and conditions for procurement by the Supplier.8.4 The Purchaser reserves the right to claim a contractual penalty for any delay, even if the Purchaser has acknowledged that theSupplier has met its delivery obligations.8.5 If the Supplier is liable for the damages made based on liability for material deficiencies of the subject of procurement(Product liability), he undertakes to compensate the Purchaser in case of damage claims received from third parties. The

Purchaser shall immediately inform the Supplier for such damage claims and shall not perform any payments or acceptsuch claims, without prior consultation.9. Warranty for delivered goods / services9.1 The Supplier shall warranty that products / services ordered with the Order, have been delivered in line with the orderedquality and are appropriate to the intention for use of the Purchaser. The Purchaser shall be informed of the warranty period providedby the Supplier / Manufacturer prior to the delivery of the Order.9.2 The Supplier explicitly guarantees that ordered and delivered goods / services included in the Order were delivered withoutany defects in production, material and finishing, and fully correspond to specifications, instructions, drawings and/or other datareceived from the Purchaser, as well as valid regulations and prototypes (if any exist and are applicable to ordered goods/services).9.3 The warranty period of the delivered goods/services starts with the day of passing of the risk or, if acceptance is needed,upon completing the acceptance procedure from the Purchaser, i.e. putting in production.9.4 The Supplier / Manufacturer is obliged to provide and submit to the Purchaser a warranty list (whereby the Supplier/Manufacturer guaranties the proper functioning of the item during a specified period of time, as of the day of handing over, i.e. day ofputting into operation) which must obligatorily contain:• Name and address of the Supplier (Provider of the warranty);• Data identifying the product (title, code, mark etc.);• Warranty statement and its terms and conditions;• Warranty duration;• Name of Purchaser, date of sales, stamp and signature of the authorized employee, and if the goods in questionare plants, devices, equipment, or any other goods - name and address of the Supplier, date of putting intooperation and signature of authorized person;• Name and address of authorized service (if different from the Supplier).9.5 In case of malfunctioning, the Purchaser shall request from the Supplier / Manufacturer repair (within the deadlines specifiedin the Order) or replacement of the product.9.6 Costs for material, spare parts, work and transport of the equipment / product which have arisen during defect removal, i.e.replacement of the malfunctioning product with a new properly working one, within the warranty period, shall be borne by theSupplier.9.7 The Supplier is obliged, at own expense, to transfer the item / product to the servicing location, i.e. to replace it, and to returnthe replaced item / product to the Purchaser. During that time, the Supplier/ Manufacturer shall bear the risk of damage ordestruction of the object in question.9.8 In case of complaint (repair or replacement) within the warranty period, the warranty period shall continue for a period equalto the period of time for which the Purchaser was unable to use the equipment / service partially or fully. In case of replacement, thewarranty period shall start to apply again as of the day of performed replacement.10. Environmental protectionThe Supplier should adhere to the rights and obligations in providing conditions for protection and improvement of the environmentand nature.11. Patent, registered trade mark and industrial ownership rights of third parties11.1 The Supplier guarantees that with the sales or use of the goods / services included in the Order from the Purchaser, no rights of apatent, registered trade mark or industrial ownership of third parties in the Republic of Macedonia or outside have been breached.

11.2 The Supplier shall protect the Purchaser in all instances of pressed charges from third persons and shall settle all damages incurredfrom court decisions, proceedings, attorney and other costs of the Purchaser from any reported violation of use of a patent, registeredtrade mark and industrial property in regards to goods and/or services procured by the Supplier. The Supplier is obliged to protectand compensate to the Purchaser any costs, immediately after receiving any such written notification.11.3 In such a case, the Supplier is obliged to undertake all necessary measures and payments in order to provide the Supplier the right ofuse of the delivered goods / service without further violation of the stated rights of third persons.11.4 If the Supplier is unable or does not want to provide uninterrupted right of use of the delivered goods / services to the Purchaser, theOrder shall be deemed automatically terminated and the Supplier shall be held responsible to return to the Purchaser all amountspaid so far, as well as to compensate all other costs to the Purchaser regarding the said Order (transport, insurance, installation,taxes etc.)12. Confidentiality12.1 Both the Purchaser and the Supplier should keep as confidential (business secret) all financial and technical information, as stated inthe Order.12.2 Each Party shall also treat correspondingly all other information marked as confidential by the other contractual party to which it hascome across during the business cooperation.12.3 No contractual party should provide, share, disclose or make available in any other way the confidential information stated above tothird parties, except to competent state bodies in the legally provided procedure.12.4 An exception to the above is the right of the Purchaser to disclose all information pertaining to the Order to Makedonski Telekom ADand companies related by capital with the Deutsche Telecoms-Mobile Group, while the Supplier is entitled to do the same to its subcontractors,if this is needed for fulfilling the Order, under the condition to ensure their keeping to the confidentiality principle,pursuant to this provision.13. Anti-corruption clause in the General terms and conditions for procurementThe Supplier is aware of TMMK obligation to comply with the anti-corruption rules and principles relevant to the contracting partiesand with acceptance of the purchase order, the Supplier agrees that it will not use money or other consideration paid by TMMK forunlawful purposes, including purposes violating the Law on Prevention of Corruption of Republic of Macedonia, such as make orcause to be made direct or indirect payments to any government official* in order to assist T-Mobile Macedonia AD - Skopje oranyone acting on its behalf in obtaining or retaining business with, or directing business to, any person, or securing any improperadvantage.Members, officers, employees and owners of the Supplier are not government officials and; The Supplier has not and will not employor otherwise compensate or offer to compensate any government officials, or make or cause another to make any direct or indirectoffers or payments to any government officials, for the purpose of influencing or inducing any decision for the benefit of TMMK.If members, officers, employees and owners of the Supplier are government officials, they are obliged to make a statement on theposition at the particular government institution in a separate declaration.The Supplier will not employ any sub-contractor, consultant, agent or representative in connection with the Purchase Order without athorough documented examination of the person, his/her reputation and integrity.The Supplier will not employ any sub-contractor, consultant, agent or representative who does not comply with the anti-corruptionrules and principles and in case any such violation comes to its attention, it immediately informs TMMK immediately.

The Supplier will provide information within fourteen days upon a written request from TMMK concerning the receipt and use ofpayments under this Purchase Order, as well as all information regarding payments for employment/engagement of sub-contractor,consultant, agent or representative, in connection with the Purchase order.*"Government official" in terms and for the purposes of anti-corruption rules and principles includes: persons elected according to theElection Law of Republic of Macedonia; persons under the scope of the Law on Civil Servants of Republic of Macedonia; officers,office holders or employees of (i) a government or any other state sector, agency, or instrumentality thereof (legislative,administrative and judicial), (ii) a regional governmental body, or (iii) a public international organization; persons acting in an officialcapacity or exercising a public function for or on behalf of any such government or department, agency, or instrumentality thereof,regional governmental body or public international organization; officials of a political party (or the political party as a whole);candidates for government office; officials of international public organizations, such as the United Nations or the World Bank;individuals who have functional authority as an official, but are not actually in the employment of the government; consultants andspecial advisors to governments or government officials; officers and employees of state-owned enterprises, even those operating ina commercial capacity, including hospitals and health facilities.All persons with the status of government officials can provide certain services to T-Mobile Macedonia AD Skopje if the provisioning ofsuch services does not violate the accepted and incorporated principles in the Policy on compliance with anti-corruption principles, forassisting T-Mobile Macedonia AD Skopje in the obtaining or retaining business.14. Cancellation/termination of the Order14.1 Unless otherwise stipulated in the General terms and conditions, the Purchaser is entitled to cancel/terminatethe delivered and confirmed Order at any time, if any of the following circumstances occur:1) The Supplier is late with the delivery of the ordered goods/service in accordance with Article 4;2) The Supplier fails to replace/repair the damaged/lost goods in accordance with Article 5, delivered goods/services with deficienciesin accordance with Article 7 or malfunctioning goods/services in the warranty period in accordance with Article 9;3) The Purchaser cannot use the delivered goods/services due to claims from third parties with regards to the violated right to apatent, trade name or industrial ownership in accordance with Article 11;4) The Supplier violates the obligation on confidentiality in accordance with Article 12;5) The Supplier violates the Law on the Prevention of corruption of the Republic of Macedonia and/or the provisions from Article 13;6) The Supplier becomes insolvent (in case of bankruptcy or liquidation of the trade company) in accordance with the provisions ofthe relevant law prior to the delivery and acceptance of the goods/services.The cancellation/termination of the order in any of the stated circumstances shall be deemed as cancelation/termination at Supplier'sculpability and the Purchaser has no obligation to compensate the price stated in the order, nor any other costs. The Purchaser is onlyobliged to return the delivered goods/services to the Supplier, if possible. The Supplier is obliged to return the entire amount of thepaid price for the ordered goods/services to the Purchaser.14.2 Each party is entitled to cancel the Order without any consequences up to the moment of confirmation thereofby the Supplier within the meaning of Article 1.2.14.3 The Purchaser is entitled to cancel the Order due to business reasons at any time, without any culpability of the Supplier,however, in such case both parties shall amicably agree whether and how much shall the Purchaser pay to the Supplier, dependingon the type of the ordered goods/services, the level up to which the order is realized and the actually incurred costs to the Supplier upto the moment of Order cancellation.15. Closing provisions15.1 With regards to the issues not regulated in the Order or the general terms and conditions for procurement, the provisions of theContract Law and other applicable laws of RM shall apply.

15.2 In case of a dispute which has not been resolved with negotiations, the Basic Court Skopje 2 Skopje, RM, shall be deemed competentfor resolution.15.3 Should any of the provisions of the General terms and conditions for procurement be not valid or applicable for a specific Order, theother provisions of the General terms and conditions for procurement shall remain in force and shall be applied to that Order.15.4 The Order, the rights and obligations arising thereof, must not be assigned or transferred to a third party, without prior written consentof the Purchaser. Any transfer of rights and obligations of the Supplier to a third party, without the written consent of the Purchaser,shall be considered null and void.Contact information of the Purchaser for confirmation, order refusal and other operational issues:- E-mail: procurementTMMK@telekom.mk;- Telephone: +389 2 3201 - 213;- Fax: +389 2 3201 - 291;- Postal address: Orce Nikolov bb, 1000 Skopje, R.Macedonia- http://www.t-mobile.com.mk/procurement