General terms and conditions of ELEKTROKOV, a. s. ZNOJMO

I. Basic provisions

1. These General terms and conditions (hereinafter the „Terms and conditions“) govern business relations between ELEKTROKOV, a. s. ZNOJMO company (hereinafter the „Vendor“) and third parties (hereinafter the „Purchaser“) and are the integral part of all sales contracts.

2. These terms and conditions govern all supplies of goods and services provided by vendor that has been realized in their validity period unless they were specifically excluded from the contract and different terms had been agreed upon.

II. Business relations

1. In case of interest in products or services, the purchaser will deliver to vendor a purchase order or inquiry (in case that vendor has to prepare an offer). The vendor will confirm the order instantly and will send a draft of the sales contract to purchaser that has to be confirmed by the purchaser without delay, until next business day if possible.

2. When a product is ordered that has not been included into vendor´s production program, the purchaser requirements are discussed first; after that the vendor will send a draft of sales contract to be confirmed by the purchaser.

3. The order and confirmation of the sales contract must be done in written form. All amendments and appendixes to confirmed sales contract must be also in written form. Fax or e-mail confirmation is also considered as a written form.

4. The date of delivery depends on sales contract confirmation that has to be done until next business day. In case of later confirmation, the delivery date is postponed accordingly.

5. Non-address offers or advertisements are not drafts of sales contracts unless they are explicitly marked as such.

III. Deliverables

1. Deliverables means supply of goods or services specified in the sales contract.

2. The specification of goods or services does not have to be unambiguous.

3. Unless agreed upon otherwise, the vendor will deliver the goods or services in quality appropriate to technical standards of its market.

4. All delivered goods remains in vendor´s possession until the purchase price or potential further receivables connected with the delivering of goods are fully paid.

IV. Delivery dates

1. Delivery dates are agreed upon by contract parties and they will be specified in the sales contract unless agreed otherwise. Keeping delivery dates depends on providing all details, including sales contract confirmation and respective amendments, fulfilling payment conditions and cooperation of the purchaser. If those expectations are not met, then the delivery date is postponed accordingly.

2. If the vendor provides deliverables in dates that were agreed upon, the purchaser is obliged to receive the deliverables. The purchaser is obliged to take over goods even when delivered before the delivery date. In case the purchaser will not take over the goods appropriately and in time, he is responsible for all damages caused by such unwillingness to take over the goods.

3. The vendor is allowed to deliver anytime during the delivery terms, even in parts, unless otherwise directed by the nature or content of delivering. The delivery day is a day when the goods is handed over to purchaser or his appointed representative or it is a day when the goods is handed over to carrier to be delivered to the specified destination, which is the address stated in sales contract, unless otherwise agreed upon.

4. In case of any amendments of the sales contract that is confirmed by the vendor, the delivery date is postponed accordingly.

5. The vendor is not responsible for any damages and delivery delay if these are caused by so called force majeure. The force majeure means special conditions that prevent vendor from fulfilling the terms and conditions and that occurred independently on the vendor´s will; these conditions include unusual weather conditions and calamities, natural disasters, strikes, transport exclusions, severe traffic accidents, etc.

V. Prices

1. All prices stated by vendor on offers, confirmations and sales contracts are created during agreements with the purchaser and have the form of contractual price.

2. The price will be always stated in the sales contract.

3. The prices are without VAT. The price will be increased by VAT value valid in the time of issuing the invoice.

4. In case the delivery term is longer than 3 months from the signing the sales contract, the vendor is authorized to change the prices according to actual delivery date depending on potential changes in raw materials costs, production costs, transportation costs or exchange rate CZK/EUR.

5. The price of goods does not include the packaging and transportation, unless stated otherwise in the sales contract.

VI: Payment terms

1. The vendor presents all rendered accounts and potential further claims resulting from closed sales contract and from these terms and conditions by means of invoices or proforma invoices (if the payment is agreed upon in advance) that have all prescribed tax document essentials.

2. Maturity of the purchase price in part or as a whole before delivery is agreed in the sales contract.

3. The payment date is 14 days and starts at the day of issuing the tax document (invoice, proforma invoice) unless specifically stated otherwise in the sales contract.

4. The payment is finished by receipt of payment to vendor´s account, by handing over the cash to vendor or his representative or by other appropriate way specified in sales contract (i.e. cash on delivery).

5. The purchaser is not allowed to postpone the payment from any reason and he cannot balance the payment against his outstanding claims toward the vendor without his prior consent.

6. In case the payment of the purchase price for delivered goods is delayed, the purchaser is obliged to pay an interest of 0.05% from the purchase price for every day of delay to vendor.

7. By paying the interest resulting from delayed payment, the vendor does not loose his right for compensation for damages caused by the payment postponement.

8. If the payment delay by purchaser is longer than 30 days or if some facts are disclosed that can doubt his ability to pay, all claims of vendor toward purchaser are payable immediately. The vendor is then obliged to fulfill his unfinished deliveries after all claims are fully paid by the purchaser. Otherwise the vendor can withdraw from the contract after allowing purchaser appropriate additional time to pay his obligations.

9. If the goods will not be took over due to reasons on the purchaser ´side, the vendor is authorized to receive whole purchase price.

10. If the vendor had some expenses with manufacturing of the goods for the purchaser and the purchaser cancels or changes the requirements during the realization, the purchaser will pay to vendor all expenses connected with the change or cancellation.

VII. Delivery terms

1. The place of delivery and the place of transferring the risk of goods damage from vendor to purchaser is the seat of the vendor, even if the transport is and further expenses are paid by the vendor.

2. Goods delivery is fulfilled by the vendor at the time when goods is handed over to purchaser by signing the delivery note or by handing over to first carrier to transport the goods to purchaser.

3. The purchaser is obliged to confirm goods take-over on delivery note or by international transport bill and return these documents to vendor.

4. The means of transport will be specified in the sales contract. In case the means of transport will not be specified in the sales contract, it will be decided by vendor.

5. The goods is delivered in common packing material consented for specific type of transportation so that it prevents the damaging of the goods during the transport to its destination. Unless specified otherwise in the sales contract, the packaging and type of packing in decided by vendor.

VIII. Liability for defects, warranty

1. The vendor is liable for defects on the goods at time, when the risk for damage is transferred to purchaser. The vendor is obliged to ensure that delivered goods will be useful for the time specified in warranty and it will keep its qualities.

2. The warranty period is 12 months from the handover to purchaser or from handover to first carrier to transport the goods to purchaser. The time from applying the warranty until removal of defect is not included to warranty period.

3. The purchaser is obliged to inspect the good as soon as possible after transferring the liability for damage to him. If he does not inspect the goods or he does not make sure that it will be inspected, he can claim for defects discovered during the inspection only if he proves that these defects were present at time of transferring the liability for damages to him.

4. Claims for damages caused during the warranty period must be presented by purchaser in written form (could be done also by fax or e-mail) to the vendor. The claim must be presented immediately after discovering the defect and the purchaser must not manipulate with the goods and use it, otherwise the warranty is void.

5. The warranty is void also when the goods was changed or incompetent act was performed on it.

6. The vendor is not liable for goods defects that were known to purchaser in time of signing the sales contract or that he must have known in respect to circumstances, under which the sales contract was signed.

7. The vendor is not liable for natural wear-out of the goods, for defects caused by incompetent act or negligent operation, improper operating conditions, inappropriate storage and by not following technical standards or instructions issued by vendor.

8. After receiving the claim, the vendor will agree with purchaser on term of repair depending on the character of the defect.

9. In case the defect cannot be repaired, the vendor will deliver to purchaser substitute goods or he will lower the purchase price accordingly.

10. The vendor could refuse to repair the goods, if the purchaser will not meet his obligations stated terms and conditions toward vendor. In such case, the purchaser is not authorize to receive any reimbursement for the damages.

11. If the vendor finds out during the warranty claim, that the claim was unauthorized, the purchaser is liable to pay all expenses included with this warranty claim.

IX. Other conditions

1. The vendor is authorized to pause contracted delivery of goods or to withdraw from the contract without reimbursing the purchaser any losses, if the purchaser will not take over delivered goods without evident damages in time and in appropriate manner; if he will not pay the purchase price even after previous written notice; or if purchaser deceives the vendor and in result the purchaser gains unauthorized benefit.

2. In matters that are not governed specifically by this sales contract and by these terms and conditions, the rights and obligations of the contractual parties are governed by Czech law, especially by Civil code (Act no. 89/2012 Coll., in actual reading).

3. The purchaser and the vendor explicitly agreed that all conflicts resulting from this contract or that will arise regarding this contract, will be solved primarily by mutual agreement. If the agreement will not be attained, the parties will approach to ordinary courts of Czech Republic.

4. If one provision of this contract is not valid, it does not affect other provisions of this terms and conditions or the contract as a whole.