General Terms and Conditions

1. INTRODUCTORY PROVISIONS

1.1 These General Terms and Conditions ("GTC") of NOARK Electric Europe s.r.o., having its registered office in Prague 9, Horní Počernice, Sezemická 2757/2, zip code: 193 00, registered in the Commercial Register maintained by the Municipal Court in Prague, section C, file 181277 ( the "Seller"), define mutual rights and obligations between the Seller and the person (the "Buyer") who is interested in purchasing goods offered by the Seller (the "Goods") in the current price list of Goods (the "Price List") published on the company's website.

1.2 Where no framework agreement (the “Framework Agreement”) stipulating individual agreements under the points has been concluded between the Seller and the Buyer (jointly referred to as the “Parties” or individually “Party”), these GTC and the Purchase Agreement (as defined below) constitute the entire and final agreement of the Parties on the terms of delivery and collection of the Goods. Any matters not covered herein shall be governed in accordance with the relevant provisions of Act No. 89/2012 Coll., Civil Code, as amended ("Civil Code"). 1.3 In the case of Framework Agreement existence, the binding sequence of the concluded documents is as follows: 1. Particular purchase agreement 2. Framework agreement 3. GTC.

2. ORDER OF GOODS

2.1 The reference to these General Terms and Conditions is part of the Purchase Agreement, the Framework Agreement or the reference to the General Terms and Conditions is given in the Order confirmation, or these General Terms and Conditions are attached to the Purchase Agreement, or the reference to them is delivered to the Buyer in another way and the Buyer based on them and on the basis of other information provided by the Seller, expressed via the order (the "Order") the will to purchase the Goods from the Seller at the price stated in the Price List or otherwise agreed (the "Purchase Price"). Acceptance of the Order by the Seller results in the individual Purchase Agreement (the "Purchase Agreement") between the Seller and the Buyer. The Buyer is obliged to get familiar with the actual wording of the General Terms and Conditions before accepting the Purchase Agreement.

2.2 The Purchase order shall always contain as min: (a) the identification data of the person authorized to represent the Buyer, if this information is not apparent from the communication channel (b) the description (code) of the ordered Goods pursuant to the Price List and their quantity, and (c) the method of delivery of the Goods, and if needed other requirements agreed upon by the Parties. The Buyer hands over the completed Purchase Order to the Seller in person, by delivery to the address of the Seller's registered office or to the address specified in the Framework Agreement or delivers the Purchase Order to the Seller via email or delivers it to the Seller in another manner agreed by the Parties. The Purchase Order shall be deemed to constitute a proposal for signing an individual Purchase Agreement and thus shall become binding upon its delivery to the Seller. By sending the Purchase Order, the Buyer express explicit consent with the Purchase Agreement (and all obligations arising therefrom) being governed by the General Terms and Conditions. The Purchase Agreement is considered as agreed at the moment of acceptance of the Purchase Order by the Seller. If the Purchase Order is not confirmed by the Seller within a period of 5 calendar days from its delivery, it is considered confirmed by the Seller and the Purchase Agreement is approved at the end of the 5-day period. The order can be returned to the Buyer with a suggested modification. The Purchase Agreement can only be concluded after both Parties have agreed on the content and business conditions of the Purchase Agreement. For the avoidance of doubt, the Contractual parties state that the Seller has the right to reject the Purchase Order.

3. PURCHASE PRICE, INVOICING, PAYMENT TERMS

3.1 The Buyer shall be obliged to pay the Seller for the delivered Goods the Purchase Price determined pursuant to the valid Price List or otherwise agreed plus VAT. For the avoidance of doubt, it is agreed that the Purchase Prices are stipulated in the Price List without VAT.

3.2 The Seller shall be entitled to unilaterally make changes to the Price List at any time, however any change to the Price List shall not apply to Goods ordered based on Orders delivered to the Seller before the date of such change. The updated Price List containing the effective date shall be published on the Seller's website or sent to the Buyer by means of an email message.

3.3 Unless otherwise agreed between the Seller and the Buyer in the Framework Agreement or in the individual Purchase Agreement, the Purchase Price does not include transportation costs. In the event of the contractual parties having agreed, the amount of the price for transportation shall be stated in the Price List or shall be communicated to the Buyer before the finalization of the Purchase Agreement and shall be added to the Purchase Price.

3.4 The purchase price shall be payable within seven (7) days since the issue date of the respective tax document (proforma invoice), which need to meet the particulars required by Act 235/2004 Coll., on Value Added Tax, as amended. The relevant amount shall be payable by the Buyer by bank transfer to the Seller's account as indicated in the relevant invoice or otherwise notified to the Buyer. The Purchase Price shall be deemed as paid on the day the entire amount is credited to the relevant account of the Seller.

3.5 In the event of the Buyer's delay in payment of any invoice, the Seller shall be entitled to claim a contractual penalty in the amount of 0.05% of the amount due for each day of delay.

4. DELIVERY OF GOODS

4.1 The Goods can only be delivered after full payment of the Purchase Price. The delivery period is thirty (30) days from the payment of the Purchase Price, unless otherwise stipulated by the Seller. The Seller is entitled to suspend the deadline for the delivery of the Goods for the period when the Buyer is in delay with the payment of any outstanding amount arising from the Framework or Purchase Agreement, including from Purchase Agreements agreed before the subjected Purchase Agreement. The Seller shall not be deemed responsible for such delay. The delivery date shall also be extended by the duration of such obstacles on the part of the Seller, which are unforeseeable, of an extraordinary nature and which arose independently of the will of the Seller (force majeure). Delays in the delivery of material or services from suppliers are also considered such obstacles if these are caused by force majeure.

4.2 Unless agreed differently by the contractual Parties, the Seller is obliged to deliver the Goods to the Buyer by sending them to the Buyer's address specified in the Framework Agreement ("Shipment"). If the Framework Agreement has not been set or if the Buyer requests so, he may ask for delivery to another location by indicating it in the Purchase Order, however, in such a case the Seller has the right to reject the Purchase Order or to demand additional payment beyond the price specified in the Price List for arranging transportation to the specified location. In case of delivery of the Goods to the Buyer's address within the DAP parity, the Goods are delivered to the Buyer at the moment they are ready for unloading. Unloading is secured by the Buyer. In the case of delivery of Goods within a different agreed parity according to the INCOTERMS 2020 business conditions, these conditions apply to the conditions of transport and delivery of goods.

4.3. The shipment shall always be clearly and sufficiently marked as a shipment intended for the Buyer. The risk of damage to the Goods shall be transferred to the Buyer upon the delivery of the goods to the Buyer. Order fulfilment arising from the Purchase Agreement may be fulfilled partially or also in several installments by the Buyer.

4.4 Unless otherwise stipulated in these GTC or unless otherwise agreed between the Seller and the Buyer, the DAP conditions according to INCOTERMS 2010 shall apply to the delivery of the Goods. The place of destination and delivery shall be in a specific case agreed between the Seller and the Buyer.

5. ACQUISITION OF TITLE TO GOODS

5.1 The Buyer acquires title of the Goods upon their handover to the Buyer, provided that the Purchase Price has been paid in full by the Buyer.

6. WARRANTY

6.1 The Seller provides the Buyer with a quality warranty for the Goods, the warranty duration shall be five (5) years from the date of receipt of the Goods by the Buyer (hereinafter referred to as the "Warranty Period"). With the quality guarantee, the Seller undertakes that the Goods purchased by the Buyer shall be fit for the agreed purpose of use throughout the specified Warranty Period.

6.2. The warranty shall not apply to defects caused by or arising particularly from:

a) improper storage of the Goods prior to their installation and commissioning, i.e., storage on site and under conditions that are in contradiction with the relevant product standard or declaration of conformity (unless the Seller stipulates otherwise in writing), the conditions specified in the General Terms and Conditions, the user manual, instructions for use, catalog or another document issued or marked by the Seller or the manufacturer of the product for these purposes;
b) inappropriate, incorrectly designed or incorrectly or unprofessionally performed installation of Goods, under which are understood installations performed in contradiction with the conditions and requirements set in any of the documents listed under point a) above
c) improper use of the Goods, which is understood as use of the Goods in contradiction with any of the documents listed under point a) above
d) use of the Goods for a purpose other than specified in any of the documents listed under point a) above
e) wear and tear of the Goods related to the natural life cycle of the Goods and their regular use and exposure to usual conditions of use (e.g., varistor of surge voltage protectors)
f) excessive use of the Goods, i.e., their use contrary to the Seller's recommendations or instructions (e.g., exceeding the number of declared operating cycles)
g) use of the Goods in contradiction with any operating or assembly condition specified in the product standard, or any other document listed under point a) above
h) use of the Goods in environment or place with external factors or factors from third-party equipment and which do not correspond to the conditions set or recommended by the Seller
i) improper maintenance of the Goods, which is considered as maintenance carried out in contradiction with any of the documents listed under point a) above or not carried out in the amount and frequency recommended by these documents
j) connecting the Goods to other Goods or any other product or device differently than as recommended or stipulated by the Seller in any of the documents listed under point a) above
k) any changes or modifications to the Goods performed by the Buyer or any third-party except for a person designated or approved by the Seller
l) external factors outside the control of the Seller, which are considered to be in particular the effect of solar or other radiation, electromagnetic fields, ingress of liquid, ingress of dust, pollen or any object, overvoltage in the network, fluctuations in the network, overvoltage or short circuit at inputs or outputs, voltage created during electrostatic discharge (including lightning), incorrect supply or input voltage, inappropriate voltage polarity, or the influence of chemical processes, etc.; and
m) force majeure, covering particularly flooding, space, fire, lightning, earthquakes, strikes or civil unrests

6.3 It is not considered a contradiction with the Purchase Agreement and a claim shall not be accepted if the Goods do not have a defect, but do not perform the functions assumed or expected by the Buyer; or cannot fulfill these functions, because its installation was designed or carried out in such a way that the Goods could not even objectively fulfill these functions. Any difference in size, color or shape of the Goods compared to its depiction in the catalog or other document of the Seller is also not considered a defect.

6.4 The Buyer is entitled to submit a claim for a defect in the Goods that arose during the time specified by law or from a quality warranty that arose during the Warranty Period (hereinafter referred to as "Complaint") by filling in and sending the Complaint Protocol using one of the methods agreed between the parties to send the Order.

6.5 The condition for submitting a Claim is to fill in the Claim Protocol and fulfill the following conditions:

a) identification of the person who purchased the Goods and who is making the Complaint
b) identification of the Goods that is the subject of the Complaint (type, code, and other identification information about the Goods)
c) provision of the original proof of purchase of the Goods; proof of the purchase of goods can also be an invoice - a tax document sent by the Seller; in such a case, the document may be enclosed in the form sent by the Seller to the Buyer
d) filling in the Complaint protocol in the language of the country the Complaint is submitted in
e) a detailed description of the Goods’ defect and the manner the defect appears itself; possibly providing photographs, if possible
f) a detailed description of the connection method and use of the Goods; possibly providing photographs, if possible

6.6. The Seller has the right to determine the method of processing the Complaint with the fact that the preferred method of processing the Complaint is, in the event of any defect, withdrawal from the contract, or cancellation of such contract from the beginning by the Seller and return of mutually provided performance. In case of cancellation of the contract from the beginning, the Seller shall notify the Buyer and return the performance provided within 14 days from the delivery of the Goods back to the Seller. The Seller is entitled to inform the Buyer that he does not require returning the Goods. In such a case, the Buyer is entitled to keep the Goods or send them back to the Seller at his own expense or dispose of them in another way.

7. RIGHTS FROM DEFECTIVE PERFORMANCE – OBVIOUS DELIVERY DEFECTS

7.1 The Buyer is entitled to claim his rights from defective performance related to the delivered Goods for those defects that can be detected by visual inspection upon receipt from the carrier immediately, and for other obvious defects no later than thirty (30) days from delivery of the Goods. Defective delivery is understood as delivery of incomplete Goods, delivery of surplus Goods or delivery of obviously damaged Goods.

7.2 The buyer is obliged upon taking over, or unloading the Goods, inspect it properly and immediately and report any obvious delivery defects via the carrier's protocol and take photos of the shipment. Rights from defective performance related to defects that the Buyer could have discovered during a proper inspection according to this paragraph, upon takeover, or unloading the Goods, expire after taking over the Goods and the Complaint in such a case shall not be accepted. However, the Seller is entitled, but not obliged, to accept the Complaint even in such a case. The Seller does not accept, and the Buyer shall not have any claim right from defective performance or from Complaints not applied properly and in accordance with these GTC or the Purchase Agreement

7.3 The Buyer acknowledges that the exclusions from the Warranty, the conditions for submitting a Claim and the circumstances under which the Claim shall not be accepted as authorized are governed by these General Terms and Conditions.

8. COMMON PROVISIONS FOR WARRANTIES

8.1 More detailed rules, description of individual defects and the complaint resolution process are described in detail in the separate document "Delivery Claims" available on the Seller's website, which may change from time to time. For a specific Purchase Agreement, the document valid at the time of the Purchase Agreement closure applies to the complaint entitlement and its assessment, the document valid at the time the Complaint is applied for procedural rules of the complaint. Web link: https://noark-electric.eu/en/delivery-claims

8.2 In the event of a conflict between these GTC and the Complaint document, these GTC take precedence.

9. PROCESSING OF PERSONAL DATA

9.1 Personal data of the Buyer within terms of Act No. 110/2019 Coll., on Personal Data Protection, as amended (the "PDP Act"), which were provided by the Buyer to the Seller in connection with the conclusion and performance of the Framework Agreement or the Purchase Agreement, or which were obtained by the Seller in other legal way, or created by processing such data obtained (the "Personal Data"), shall be processed by the Seller or a by processor authorized by the Seller for the purpose of using such Personal Data in relation to the Seller's commercial activities, i.e. activities directly or indirectly related to his business activity, including commercial offers and customer care, including ensuring the fulfillment of the Framework or Purchase Agreement. The Personal Data shall be processed throughout the duration of the contractual relationship established by the Framework Agreement or the Purchase Agreement as well as for the period required by generally binding legal regulations. The Buyer declares to agree that the Personal Data shall be processed by the Seller and every other administrator, including transfer between them or third parties (including to a third country), for the purpose of fulfilling the Framework Agreement or the Purchase Agreement, improving the quality of care for the Buyer, carrying out marketing activities or informing other administrators about the creditworthiness and trustworthiness of the Buyer. More information on the processing of the Personal Data by the Seller is available in the document "Privacy Policy" available on the company's website: https://www.noark-electric.eu/en/privacy_policy

10. SENDING COMMERCIAL COMMUNICATION

10.1 The Buyer hereby acknowledges that the Seller is entitled, based on its legitimate interest, to send to the Buyer to the addresses provided by the Buyer for commercial communication the commercial communications and product offers of products that the Buyer has already purchased from the Seller or that are the subject of valid contracts.

11. NOTICES

11.1 Unless otherwise stipulated, all notices, messages or other communications between the Parties must be made in writing. The Parties shall be obliged to deliver documents to each other at the addresses specified in the Framework or Purchase Agreement or otherwise notified by the Parties, namely: (a) by personal delivery with receipt confirmation; (b) by registered letter; (c) by courier with receipt confirmation; or (d) by e-mail (e) data box. Any acts affecting the creation, amendment or termination of the Framework or Purchase Agreement must be delivered strictly in writing to the registered office address or at least by registered letter or to the company's data box. Any notice shall be deemed duly delivered to the respective Party at the time it reaches the addressee's disposition sphere. Notices shall be also deemed to have been delivered under Section § 570 of the Civil Code if the Party who is the addressee intentionally thwart its delivery. Notices sent using a postal service provider shall be deemed to have been delivered on the third working day following its dispatch or on the eighth day following its dispatch abroad.

11.2 The parties undertake to notify each other in writing and without delay of any changes on any data specified in the Framework or Purchase Agreement. If one of the Parties violates this obligation, all correspondence sent to the last known address of such Party shall be deemed to have been delivered even though the addressee is no longer staying at such address and thus did not have the opportunity to make himself acquainted with the contents of the shipment.

12. FINAL PROVISIONS

12.1 The Framework Agreement and Purchase Agreements (including the relationships arising from them) are governed by the law of the Czech Republic, even if the contractual relationship contains any international element. In such a case, the contractual parties expressly exclude the use of the UN Convention on Contracts for the International Sale of Goods (CISG). In the case of resolving disputes arising from or arising in connection with the Framework Agreement, the Purchase Agreement or these GTC, the courts of the Seller in the Czech Republic have local jurisdiction. Any disputes shall be decided according to the procedural regulations of the Czech Republic.

12.2 These GTC are valid and effective from 01/01/2023