General Purchasing Terms and Conditions

SHS Transmissions s.r.o., ID No.: 09587420, with its registered office at Vídeňská 297/99, 63900 Brno, Czech Republic, entry in the Commercial Register: Regional Court in Brno, C 119722

(hereinafter the “Buyer”)

I.

Application of the General Purchasing Terms and Conditions

These General Purchasing Terms and Conditions are an integral part of the Buyer’s orders placed with the Buyer’s suppliers.

The subject matter hereof is the regulation of the basic conditions under which purchase contracts, contracts for work and other contracts (hereinafter “delivery contracts”) are concluded between the Buyer and the Supplier, as well as the content of these contracts.

II.

Concluding individual delivery contracts

1. Individual delivery contracts are concluded on the basis of the Buyer’s order and its confirmation by the Supplier.

2. The Buyer’s order is limited in time for the period specified therein, otherwise seven days, and the Supplier must confirm it within this period, otherwise the order expires.

3. The rights and obligations of the Parties to each delivery contract concluded between the Parties are governed by these General Purchasing Terms and Conditions unless agreed otherwise in writing in a specific case.

The Supplier is obliged to point out obvious typos and/or errors in numbers, incomplete items, etc.

4. The Supplier is obliged to confirm the Buyer’s orders only on the sent order form or on a pre-agreed form of the Supplier.

If the Supplier sends another confirmation to the Buyer, no contract is concluded by which the Buyer would be bound unless the Buyer expressly agrees to this procedure in writing.

Accepting the Buyer’s order with an amendment or variation does not produce the legal effects of concluding a contract, and it is deemed to be a new offer of the Supplier.

5. The Buyer is entitled to cancel the order before the delivery date, thereby cancelling the delivery contract, unless agreed otherwise.

III.

Definition of the subject of delivery

1. The detailed definition of the subject of delivery is determined by the technical specifications referred to in the description of the delivery in the order (item) or another part of the technical specifications. In particular, these include material specifications, drawings, drawing revisions, text attachments to drawings.

2. By confirming the Buyer’s order, the Supplier confirms that it has the complete technical specifications available.

If the technical specifications are incomplete, the Supplier is obliged to request its completion before confirming the order. Otherwise, the consequences are borne by the Supplier.

3. If the technical specifications provide a list of approved subcontractors, it is an exhaustive list, and no other supplier is allowed unless expressly permitted by the technical specifications.

IV.

Order changes

1. If the Supplier manufactures the ordered goods based on the Buyer’s instructions, the Buyer is entitled to change its instructions in writing without undue delay after becoming aware of circumstances for which such a change is necessary.

2. If the Buyer’s instructions regarding the subject of performance are inappropriate in the Supplier’s professional opinion, the Supplier will immediately notify the Buyer in writing.

V.

Supplier’s subcontractors

1. The Supplier is obliged to provide the Buyer with information about its subcontractors upon request.

2. The Buyer is entitled to prohibit a specific subcontractor from cooperating on the deliveries for important reasons.

3. The Supplier is liable for defects of deliveries.

However, the Buyer is entitled to request the Supplier to assign the rights arising from defects that the Supplier has against the subcontractor to the Buyer.

The Supplier is obliged to comply with such request without delay.

VI.

Place of delivery

Unless otherwise agreed in a specific case, the place of delivery will be the Buyer’s registered office according to DDP Incoterms 2010.

VII.

Period of performance, delivery times

1. The Supplier is obliged to perform the contract in accordance with the Buyer’s order, during the Buyer’s usual business hours, which is from 9 a.m. to 3 p.m. on weekdays.

Deliveries outside the Buyer’s usual business hours and on non-working days are possible upon agreement.

2. Earlier performance prior to the date specified in the order is permissible upon agreement with the Buyer.

3. The Supplier is obliged to notify the Buyer as soon as the Supplier finds that it cannot meet the delivery time.

4. If the Supplier is unable to perform the contract as a result of the Buyer’s failure to provide cooperation, the Supplier will notify the Buyer of that immediately and provide the Buyer with an opportunity to remedy the situation.

5. The Buyer is entitled to specify or change delivery dates for operational reasons.

VIII.

Acceptance, inspection of the subject of delivery

1. The delivery note or another acknowledgement of receipt only confirms the acceptance of the subject of delivery to the interim storage facility, where the receiving inspection will be subsequently performed.

The receiving inspection includes an inspection of the subject of delivery for obvious defects and will be performed no later than seven days after the Buyer accepts the subject of delivery.

2. The Buyer is obliged to claim any latent defects without undue delay after their identification.

IX.

Acquisition of ownership, transfer of risk of accidental damage

1. Unless agreed otherwise in a specific case, the Buyer acquires ownership of the subject of delivery upon accepting it.

2. The risk of accidental damage passes to the Buyer upon accepting the subject of delivery.

X.

Buyer’s items

1. If the Supplier has with it or its subcontractor any items provided by the Buyer or for the Buyer (material, tools, drawings, etc.), the Supplier is obliged to mark the Buyer’s items as such or clearly separate them from other items of the same kind belonging to the Supplier or a third party.

2. The Supplier may not use any item of the Buyer for any purpose other than for which it was provided.

3. The Supplier is obliged to hand over the Buyer’s items to the Buyer at any time upon request or to arrange for the Supplier’s subcontractor to do so on its own responsibility.

The Supplier has no right of retention to the Buyer’s items.

XI.

Quality of deliveries

1. The Supplier acknowledges that the goods that are the subject of its deliveries are intended for further processing for the Buyer’s foreign customers.

2. Therefore, the Supplier undertakes to strictly adhere to the quality and all required delivery properties.

The Supplier acknowledges that a defect in its delivery may result in damage, the amount of which may far outweigh the value of its delivery.

3. Unless expressly agreed otherwise, the subjects of deliveries must comply with the relevant technical standards, and the Supplier is obliged to submit relevant certificates, declarations of conformity, etc., upon request.

4. The Supplier is obliged to comply with the technical specifications set by the Buyer unconditionally.

5. If the Supplier has a certified system under one of the ISO 9000 series of standards, it is obliged to perform the delivery from this certified system.

XII.

Liability for defects

1. Any failure of the subject of delivery to correspond to the order, technical specifications, certificates, DIN standards or other technical standards constitutes a material breach of the contract, and the Buyer is therefore entitled to claims arising from liability for defects.

2. The assertion of claims arising from liability for defects is without prejudice to the obligation to compensate for damages, which the Buyer may assert regardless of whether the Buyer has asserted claims arising from liability for defects and whether it has asserted them in time.

XIII.

Warranty

1. The Supplier provides a warranty for the subjects of delivery for a period of 24 months from the date of acceptance unless otherwise agreed in a specific case.

2. If a longer period is stated on the packaging, in the documentation, etc., the Buyer may invoke the longer period.

XIV.

Intellectual property right

The Supplier is obliged to ensure that the subject of delivery is not encumbered with third-party intellectual property rights.

XV.

Prices and settlement

1. Prices stated in the order are based on previous price quotes or price lists of the Supplier.

In the event that the Supplier has reduced the price in the meantime, it is obliged to charge the Buyer the lower price.

2. Prices for the delivered goods are payable within 30 days after the delivery is accepted and found defect-free unless agreed otherwise.

However, payment of the price does not constitute an acknowledgement that the delivery is free from defects.

3. The Supplier is obliged to send invoices in duplicate by post or electronically to this e-mail address: info@shs-transmissions.com. A copy of the delivery note must be attached to the invoice. Otherwise, the Buyer is entitled to return the invoice or request its completion. The due period is suspended until the invoice is completed.

4. The Supplier is not entitled to assign, pledge or set off any receivable from the Buyer without the Buyer’s written consent.

XVI.

Confidentiality

The Parties are obliged to treat any information provided by one Party to the other as trade secrets, with the exception of information that was publicly available in accordance with the law at the time of its disclosure by the other Party.

XVII.

Supplier’s liability insurance

The Supplier is obliged to take out adequate liability insurance and provide the Buyer with proof of its validity and scope upon request.

XVIII.

Contractual penalties

1. The Buyer is entitled to request the Supplier to pay a contractual penalty in the following cases:

- non-compliance with the delivery time, in the amount of 0.1% of the purchase price (excl. VAT) for undelivered items for each day of delay;

- a breach of the confidentiality obligation, in the amount of 15.000 eur for each breach;

- a breach of the obligation to provide information about subcontractors upon request, in the amount of 15.000 eur for each breach;

- failure to return the Buyer’s item upon the Buyer’s request, in the amount of twice the value of the item not returned;

- unauthorised use of the Buyer’s item, in the amount of twice the value of the item thus used;

- failure to submit proof of the Supplier’s liability insurance upon request.

2. Contractual penalties can be combined.

3. The contractual penalty is without prejudice to liability for damages.

XIX.

Governing law, jurisdiction

1. All contractual relationships between the Supplier and the Buyer are governed by Czech law.

2. Any disputes will be referred to the competent court in Brno.

If the Supplier has its registered office in a state in which a decision issued by a Czech court cannot be recognised, the Buyer is entitled, but not obliged, to bring a legal action before a competent court in the state in which the Supplier is based.

XX.

Common and final provisions

1. The written form requirement is met when sending a notice by fax or e-mail.

2. Business practices do not take precedence over the provisions of law that do not have a coercive effect.

These General Purchasing Terms and Conditions are valid from 28 August 2021.