GENERAL PURCHASING TERMS AND CONDITIONS of OSTROJ a.s.  
(hereinafter also referred to as "GPTC") according to Section 1751 et seq. of Act No. 89/2012, the Civil Code, as amended (hereinafter referred to as the "Civil Code" or "CC"):

Article 1. Introductory Provisions

1. The subject of these GPTC is to establish the purchasing terms and conditions applicable to purchase agreements concluded between the Seller and the Buyer as entrepreneurs for goods specified in the specific written orders of the Buyer (hereinafter referred to as the "Order"), sent in writing, i.e., by email, fax, or mail to the Seller.

2. The Seller will confirm each Order in writing, including the subject of the purchase, price, delivery date, and place of delivery. Confirmation of the Order is understood as sending the signed Order to the Buyer by email, mail, or fax. The Buyer is bound by the Order for ten days from the date the Order is sent to the Seller. The Seller is required to respond to the Order promptly. In the case of a delivery deadline of five calendar days or less, the Seller must respond to the Order no later than the next business day. By timely confirming the Order, the purchase contract is concluded, and these GPTC become an integral part of it.

3. The acceptance of the proposal is not considered, contrary to the Civil Code, the acceptance of an Order with any additions, deviations, or new agreements. Any changes to the Order, even those that do not significantly alter the terms of the offer, will be considered a new offer and must be approved by the Buyer.

4. By confirming the Order, the Seller undertakes to deliver movable property (hereinafter referred to as "Goods") to the Buyer, individually or in terms of quantity and type, as specified in the Order. At the same time, the Seller agrees to transfer ownership of the Goods specified in the Order to the Buyer, and the Buyer undertakes to pay the purchase price specified in the Order.

Article 2. Delivery Terms

1. The delivery of the agreed Goods to the destination specified in the individual Orders of the Buyer is ensured by the Seller according to DAP INCOTERMS 2020. In the event that the destination is missing from the Buyer's Order, the destination shall be the registered office of the company OSTROJ a.s., Těšínská 1586/66, Opava.

2. The Goods will be delivered in the quality requested in the Order and in compliance with the applicable legal regulations and technical requirements specified in the Order, and within the agreed deadlines, unless both parties agree otherwise in writing.

3. The Seller is obliged to pack, secure, and prepare the Goods for transport in a manner customary for the requested Goods.

4. The Seller shall provide, along with the Goods, all documents and documentation necessary for the acceptance and proper use of the Goods, corresponding to their nature and purpose, or as prescribed by these GPTC and the Buyer's Order (hereinafter referred to as "documents").

5. The proof of acceptance of the Goods is the signature of an authorized person from the Buyer on the delivery note or receipt document, which must include the Buyer’s Order number.

6. If the delivery date in the Order is specified as a week, the delivery is considered to meet the delivery deadline if it occurs during the entire week, but no later than the last business day of the specified week by 2:00 PM.

7. Ownership of the Goods transfers to the Buyer on the day of their signature on the delivery note or receipt document, and at this moment, the risk of damage to the Goods also passes to the Buyer.

Article 3. Payment Terms and Invoicing

1. The Buyer will pay the agreed purchase price for the Goods to the Seller based on an invoice, which must contain all the necessary elements of a tax document. The Seller is entitled to invoice for the agreed Goods after their delivery to the agreed destination.

2. The Seller will send invoices for the agreed Goods electronically (preferably in PDF format by email) to the email address faktury@ostroj.cz.

3. Payments will be made to the Seller's bank account, which will be specified on the invoice.

4. The invoice must include the following details:

• the name and registered office of the authorized and obligated parties, i.e., the Seller and the Buyer
• the Seller's registration information in the Commercial Register, including the file number
• The Company Identification Number (IČO) and Tax Identification Number (DIČ) of the Seller and the Buyer.
• The Seller's bank account details.
• The Buyer's Order number.
• The invoice number.
• The subject of the contract and its exact specification.
• The invoice issue date, the due date, and the date of the taxable supply.
• The amount before tax, the tax rate, the tax amount, and the total amount including tax.
• The stamp and signature of the authorized person of the Seller for issuing the tax and accounting document, as well as the declaration of the origin of the Goods.
• Other details according to Act No. 235/2004 Coll., on Value Added Tax, as amended.

5. The invoice is due on the nearest payment date of the Buyer, 60 days after the invoice is issued, provided that the Seller delivers the invoice to the Buyer no later than 5 business days from its issuance. If the Seller delays in delivering the invoice to the Buyer, the 60-day period will begin from the actual delivery date of the invoice to the Buyer. The Buyer’s payment terms are the 10th and 25th calendar days of the month, with the payment date being the next business day if the payment date falls on a Saturday, Sunday, or holiday.

6. The obligation is considered fulfilled on the day the payment is sent from the Buyer’s account.

7. The Buyer may return the tax document to the Seller before the due date without being in default of payment if it contains:

• incorrect details,
• if the tax document is missing any of the required details as per Article 3, point 4,
• if the documents are missing as per Article 3, point 4, or if defective Goods were delivered in another way.

8. The 60-day period as per Article 3, point 5, will begin for the Buyer only after the corrected invoice is delivered..

Article 4. Contractual Penalties

1.In the event of a delay by the Seller in delivering the agreed Goods or any part thereof, the Seller is obliged, upon the Buyer's request, to pay a contractual penalty of 0.04% of the purchase price of the undelivered Goods for each day of delay. If the delay in delivery exceeds 7 days, the Seller will additionally pay, upon the Buyer's request, a one-time contractual penalty of 10% of the purchase price of the undelivered Goods.

2. In the event of a delay by the Buyer in paying the purchase price, the Seller is entitled to charge the Buyer a late payment interest of 0.04% of the outstanding amount for each day of delay.

3. In the event of a delay by the Seller in providing the documents as per Article 3, point 4, the Seller will pay a contractual penalty at the Buyer's request in the amount of:

• If the delay in providing the documents is up to 3 days, the Seller will pay a contractual penalty of 5% of the purchase price of the Goods for which the Seller is delayed in providing the documents.
• If the delay in providing the documents exceeds 3 days, the Seller will pay an additional 10% of the purchase price of the Goods for which the Seller is delayed in providing the documents.

4. In the event of a breach of the obligation to deliver the Goods without defects, particularly regarding the obligation to deliver the agreed Goods in the agreed quantity, quality, execution, and free from legal defects, a contractual penalty of 5% of the purchase price of the defective Goods is agreed upon, which the Seller is obliged to pay upon the Buyer's request.

5. A material breach of the contract, as per Section 2002 of the Civil Code, is considered to include, in particular:

• A delay in delivering the agreed Goods or any part thereof, or a delay in delivering the documents as per Article 3, point 4, exceeding 7 days.
• The delivery of defective Goods.
• Failure to deliver the agreed quantity of Goods.
• Failure to resolve the complaint regarding the delivered Goods in a timely manner in accordance with Article 5, point 8.

In the case of a material breach of the contract, the Buyer is entitled to withdraw from the contract.

6. In accordance with Section 1881, paragraph 1 of the Civil Code, a prohibition on the assignment of claims arising from mutual business relations is agreed upon. These claims cannot be pledged or otherwise encumbered with the rights of third parties without the consent of the obligated party (the debtor). In the event of a breach of these obligations, the party who breached the commitment is obliged to pay the other party a contractual penalty of 30% of the nominal value of the assigned, pledged, or otherwise encumbered claims.

Article 5. Quality Guarantee and Liability for Defects

1. If the Seller or manufacturer of the Goods does not provide a longer warranty, the Seller provides a warranty for the quality of the delivered Goods for a period of 24 months (hereinafter referred to as the "Warranty Period"). The Warranty Period begins on the day following the signature of the delivery note or receipt document.

2. The Seller is liable for damages caused by a defective product (Goods) in accordance with the applicable legal regulations. The Buyer reserves the right to claim compensation for the damage incurred.

3. The Buyer is entitled to file a complaint regarding the quantity of delivered Goods or obvious defects within 10 business days from the receipt of the Goods.

4. The Buyer may exercise the right to claim hidden defects from the Seller at any time during the Warranty Period.

5. If the Buyer incurs costs as a result of a defective delivery, the Buyer is entitled to request reimbursement of these costs from the Seller; this is without prejudice to Article 6, point 2.

6. Until the claims related to defects are resolved, the Buyer may suspend payment of the purchase price for the delivery of the Goods without being in default of payment.

7.  The Seller is obliged to respond to the complaint in writing without delay, but no later than 7 days from the receipt of the complaint.

8. The Seller is obliged to resolve the complaint within 30 days of receiving the complaint. If it is not possible to provide the necessary documentation for handling the complaint within the required timeframe, the Seller will request the Buyer in writing to extend the deadline for resolving the complaint.

9. In the event of failure to meet the deadline for handling the complaint according to Article 5, point 8, the Seller is obliged, upon the Buyer's request, to pay a contractual penalty of 10% of the purchase price of the complained Goods.

10. In the event of a dispute regarding the legitimacy of the complaint, the Buyer will arrange for an expert opinion from an independent court expert to determine whether it is a warranty defect or not. If the expert opinion concludes that it is a warranty defect, the Seller will cover the costs of the expert opinion; otherwise, the Buyer will bear these costs. The expert's opinion is binding for both parties, and they agree to proceed according to the conclusions of the expert opinion.

Article 6. General Provisions

1. The Seller declares that the Goods are not encumbered by the rights of third parties.

2. The Buyer is entitled, in the event of a breach of the Seller's obligations, to request compensation for the damage incurred, including all losses and other claims that the end customer charges to the Buyer due to this breach. The Seller agrees to fully compensate for this damage. The Buyer's claim for compensation for damage caused by the Seller's breach of the contract and these GTC, which is subject to a contractual penalty, is not affected, and the contractual penalty will not be deducted from the compensation for the damage.

3. All Orders of the Buyer and all related business and technical details of the Order are confidential, and the Seller is obligated to maintain confidentiality. The Seller may only disclose the business relationship with the Buyer if the Buyer gives explicit written consent.

4. The supply of materials, products, equipment, and technologies containing or utilizing polychlorinated biphenyls (PCBs) or asbestos is prohibited. The supplied material must not exhibit radioactivity greater than 100 Bq. The supply of trichloroethylene (TCE) and perchloroethylene (PCE) is only allowed in necessary quantities, always with prior explicit consent from the Buyer.

5. If the Goods (substance, mixture, or item) contain a substance of very high concern (SVHC) according to Regulation (EC) No. 1907/2006 (REACH) of the European Parliament and Council, the Seller is obliged to inform the Buyer of this fact. For substances and mixtures, the Seller must provide the Buyer with information about the type of substance and its percentage content in the form of a safety data sheet.

6. If the Goods contain cadmium (Cd), mercury (Hg), lead (Pb), hexavalent chromium (Cr6+), polybrominated biphenyls (PBB), or polybrominated diphenyl ethers (PBDE), the Seller is obligated to inform the Buyer of this fact and provide documentation on the percentage content of the substance in the Goods.

7. The Buyer has implemented and applies a corporate social responsibility (CSR) approach and has adopted an Ethical Code. According to these rules, the Buyer also selects and evaluates its suppliers, in this case, the Seller. Relationships with suppliers must not lead to situations that could harm the Buyer and its customers. The Seller should act ethically and, for this purpose, commits to adhering to international rules regarding human rights, not employing children, not supporting illegal or forced labor, corruption, or discrimination, minimizing environmental pollution, and ensuring the preservation of natural resources, proper management of waste and energy, and responsibility for maintaining occupational health and safety standards. The Seller must be cautious when choosing its suppliers and consider their progress in activities focused on sustainable development, enhancing social responsibility, quality management systems, environmental issues, occupational health and safety (OH&S), and fire protection (FP). The Seller must act professionally in line with these rules and their ethical code, or commit to adopting their own ethical code. If the agreed commitments are not met, appropriate corrective actions will be implemented.

8. The supply of materials, products, equipment, and technologies containing "conflict minerals" is prohibited. These conflict minerals fall under REGULATION (EU) 2017/821 OF THE EUROPEAN PARLIAMENT AND COUNCIL and the U.S. legislation "THE WALL STREET REFORM ACT" DODD-FRANK ACT (par. 1502). This includes tin, tantalum, tungsten, and gold and their derivatives originating from the Democratic Republic of Congo and/or neighboring conflict-affected areas. The regulation establishes due diligence obligations throughout the supply chain, and in accordance with these rules, data exchange on the origin of conflict minerals may be required between suppliers and their customers, along with declarations of compliance with the requirements for conflict minerals.

Article 7. Final Provisions

1. The General Purchasing Terms and Conditions are valid for the supply of Goods made after the issuance of these GPTC.

2. Legal relations not governed by these GPTC are subject to the relevant provisions of Act No. 89/2012 Coll., the Civil Code, as amended.

3. The exclusive use of these GPTC is agreed upon, which are also available on the Buyer's website at www.ostroj.cz/nakupni-podminky, and the Seller is familiar with their content.

4. In the case of discrepancies between the wording of the Order and the GPTC, the provisions stated in the Order shall take precedence.

5. In the interpretation of these GPTC, commercial customs shall not be taken into account. Unless stated otherwise, if the last day of a period or deadline falls on a Saturday, Sunday, or public holiday, the next business day will be considered the last day of the period or deadline.

6. The contract and these GPTC, including provisions that may be made orally according to the law, can only be amended or supplemented in writing in the form of numbered addenda, which must be signed by all parties to the contract.

7. OSTROJ a.s. processes personal data of all individuals acquired in connection with contract negotiations, including these GPTC and/or in connection with the performance of this contract, in accordance with the requirements of Regulation (EU) 2016/679 of the European Parliament and Council, the General Data Protection Regulation (GDPR), and the relevant legal regulations of the Czech Republic. Further information on the processing and protection of personal data is available at www.ostroj.cz through the document: "Principles of Personal Data Processing at OSTROJ a.s. – for External Parties." If possible, the contracting party will ensure that all individuals involved in fulfilling this contract on behalf of that contracting party (employees, consultants, carriers, representatives, etc.) are informed about this personal data protection statement of OSTROJ a.s.