SOLSOL General Terms and Conditions

GENERAL TERMS AND CONDITIONS

SOLSOL s.r.o.,

I. Introductory provisions

1. These General Terms and Conditions of the Seller (hereinafter referred to as "GTC") are valid for the purchase of goods from the Seller and regulate the rights and obligations between the Seller and the customer as a buyer ("Buyer").

2. These GTC are terms and conditions within the meaning of Section 1751(1) of Act No. 89/2012 Coll., Civil Code, as amended (hereinafter referred to as the "Civil Code"), and apply to all sales of goods by the Seller in cases where the Buyer is an entrepreneur within the meaning of Section 420 et seq. of the Civil Code.

3. By concluding a framework contract for the supply of goods (hereinafter referred to as the "framework contract") or a purchase contract, the Buyer declares and confirms that he has read these GTC and agrees to them. These GTC form an integral part of the framework contract and the purchase contract.

4. These GTC are the only terms and conditions applicable to the contractual relationship between the Seller and the Buyer; the use of other terms and conditions, in particular any terms and conditions of the Buyer, is not permitted. The Buyer's response pursuant to Section 1740 (3) of the Civil Code with an addition to or deviation from the offer or these GTC does not constitute an acceptance of the offer to conclude the contract, even if it does not substantially change the terms of the offer or these GTC.

5. Provisions deviating from these GTC may be agreed in the framework agreement and/or the purchase agreement and always only in writing. Deviating provisions in the framework agreement and/or the purchase agreement shall prevail over the provisions of these GTC.

II.Conclusion of the purchase contract and the framework contract

1. The contractual relationship between the Seller and the Buyer is established

a) upon conclusion of the purchase contract,
or
(b) by the conclusion of a written framework contract by which the Seller and the Buyer agree between themselves the framework conditions for the supply of the goods which are binding for the duration of the framework contract and the subsequent subcontracts ("subcontract").

III.Price of goods, method of payment

1. The Buyer undertakes to pay the Seller the purchase price for the goods delivered under the purchase contract or partial contract. The purchase price for the goods shall be determined in accordance with the prices according to the Seller's price list valid on the date of conclusion of the purchase or partial contract, unless the parties agree in writing on contractual prices different from the Seller's price list. VAT shall always be added to the purchase price at the statutory rate, unless otherwise provided by law.

2. The Purchase Price does not include the cost of transport from the warehouse in Rotterdam to the place of performance if the delivery is made under the EXW or FCA Rotterdam transport rules.

3. The purchase price includes the costs related to the preparation of the goods for transport from the customs warehouse in Rotterdam, i.e. in particular the packaging costs, the costs related to the execution of the necessary documentation, any customs duties, and import charges, depending on the INCOTERMS2020 condition applied.

4. Together with the purchase price, the Seller shall also charge the Buyer for the costs of the take-back, processing, recovery and disposal of the waste electrical equipment in an amount determined according to the weight of the goods taken away ("recycling allowance"). The billing and payment of the Recycling Contribution shall be governed by the applicable legislation, in particular the provisions of Section 73 of Act No. 542/2020 Coll., on End-of-Life Products, as amended. The specific amount of the recycling contribution per 1 kg of goods is specified in the purchase contract or subcontract. The total amount of the recycling contribution will be determined at the latest on delivery of the goods according to the actual weight of the goods and will be stated in the invoice.

5. If agreed in the purchase contract or the framework agreement, the Seller is entitled to require the Buyer to pay a deposit or the full purchase price of the goods before they are dispatched or handed over to the Buyer. Section 2119(1) of the Civil Code shall not apply.

6. The goods shall be the exclusive property of the Seller until full payment of the price of the goods. Upon payment of the full purchase price of the goods, the Buyer acquires the ownership of the goods. The risk of damage passes to the buyer upon receipt of the goods. The Buyer is obliged to ensure that in the event of foreclosure, the reserved goods are excluded from foreclosure and, in the event of insolvency, are not entered into the debtor's estate.

 

IV. Payment terms and invoicing

1. The purchase price will be paid by the buyer in the currency specified in the order (CZK or EUR) on the basis of an invoice - tax document. In the case of payments in CZK, conversions will be made according to the daily central exchange rate of the Czech National Bank + 0.5 CZK available on the day of the transaction.

2. Payment of the purchase price of the goods shall be made in EUR to the Seller's EUR account. In case of payment in CZK currency, the Seller's account in CZK currency will be used according to the agreed conversion rate based on the invoice - tax document. In the case of payment in CZK currency to an account held for EUR payments, or payment in EUR to a CZK account, the exchange rate difference resulting from the currency conversion will be invoiced.

3. The recycling contribution according to Article III, paragraph 4 of these GTC will be indicated separately on the invoice.

4. The Seller is entitled to issue the invoice at the earliest on the day of loading of the goods at the customs warehouse in Rotterdam or, if delivery of the goods is agreed, on the day of dispatch of the goods to the Buyer. The Buyer's obligation to pay shall be fulfilled on the day the purchase price is credited to the Seller's account.

5. The maturity of the purchase price is stipulated in the framework agreement or the purchase contract.

6. In the case of agreed advance payments, the advance payment shall be invoiced in the agreed amount immediately after the conclusion of the purchase contract or partial contract. Failure to pay the advance payment agreed between the Seller and the Buyer within the due date may be grounds for postponement of the delivery date and also for withdrawal from the contract by the Seller.

7. Tax documents issued by the Seller shall be delivered to the Buyer to the Buyer's e-mail address specified in the purchase contract or the framework contract.

8. The Seller is entitled to invoice each agreed partial performance.

9. Invoices shall contain the elements stipulated by the applicable legal regulations (in particular Act No. 563/1991 Coll., as amended, Act No. 235/2004 Coll., as amended, and Act No. 542/2020 Coll., as amended).

V. Delivery of goods

1. The delivery of goods shall be governed by the INCOTERMS 2020 rules, as developed by the International Chamber of Commerce.

2. Each framework contract or purchase agreement shall specify the abbreviation of the delivery rule according to INCOTERMS 2020, the place of delivery and the delivery date. It will be one of the following rules:

(a) FCA(a): the seller shall deliver the goods to the buyer when he loads the goods onto a means of transport provided by the buyer. The place of delivery is at the Seller's external warehouse abroad.
The basic obligations of the Seller and the Buyer under the FCA Delivery Rule:
Loading: the Seller
export clearance: Seller
transport: buyer
unloading: buyer
Transfer of risk: once the Seller has loaded the goods onto the means of transport provided by the Buyer.

(b) DDP: The Seller arranges the transport to the Buyer's place of residence and also pays any customs duty in the Buyer's country.
Loading: the Seller
export clearance: Seller
transport: Seller
unloading: buyer
Transfer of risk: When the goods are ready for unloading at the place of delivery or as agreed.

(c) EXW: The Seller shall fulfil delivery as soon as he has made the goods available to the Buyer at the Seller's premises or at another location (e.g. warehouse, etc.).
loading: buyer
transport: buyer
unloading: buyer
 Transfer of risk: once the goods are collected at the Seller's warehouse or office or at any other place where the goods are collected.

The foregoing brief description of the various INCOTERMS 2020 rules is for informational purposes only. A detailed description of the individual delivery terms, as well as the moment of passing of risk of damage and other delivery terms, are set out in the INCOTERMS 2020 Rules issued by the International Chamber of Commerce. In the event of a conflict between the above brief description of the individual rules and their official wording, the official wording of INCOTERMS 2020 shall prevail. However, if other clauses of these GTC and/or the framework agreement or the purchase contract contain a modification of the rules set out in the relevant clause of INCOTERMS 2020, this modification shall apply.

3. In the event that the Buyer requires a place of performance other than the Seller's bonded warehouse in Rotterdam or the Seller's shipping warehouse, the Seller undertakes to arrange for the carriage of the Goods to the place of performance so designated, based on a pre-agreed quotation of the carriage price negotiated by the Seller with the carrier. The Seller shall arrange for transportation at the Buyer's expense. The price of transport is not included in the purchase price of the goods.

4. the Buyer shall confirm receipt of the goods by confirming the delivery note or other similar document of delivery of the goods to the Buyer (e.g. CMR) by a responsible employee of the Buyer or an authorised carrier. Acceptance of the goods shall also be deemed to be the fulfilment of the transport condition according to INCOTERMS or, if agreed, another proof of acceptance as mentioned above.

5. The deadline for delivery of the goods may be unilaterally extended by the Seller in the event of delay by the supplier or manufacturer in delivering the ordered goods. The Buyer shall always be informed of the extension well in advance. The deadline for delivery of the goods shall also be extended by the duration of circumstances caused by force majeure for which delivery cannot be made within the agreed time limit.

6. The Buyer is obliged to inspect the goods upon receipt and to ascertain the characteristics and quantity of the goods in order to identify any defects. The Buyer shall notify the Seller in writing of any obvious defects within 3 working days of receipt of the goods. Obvious defects of the goods detected upon receipt of the goods (e.g. damaged packaging, difference in the agreed quantity of goods) shall be immediately noted by the Buyer directly in the delivery or transport note of the carrier and the Buyer shall notify the Seller of such detected defects within 3 working days of receipt of the goods from the carrier. In the event that the Buyer fails to notify the Seller of the identified apparent defects in a timely manner in accordance with the above, the Buyer waives its claims for defective performance for these defects.

7. If the Buyer arranges for the transport of the goods himself, he undertakes to collect the goods within 3 days after receiving the Seller's request to collect the goods. If he fails to do so, the Seller may, starting from the day following the expiry of the said deadline, start charging storage charges or arrange transport of the goods at the Buyer's expense. The Buyer shall be charged a storage fee of 0.02% per day of the purchase price of the unclaimed goods (unless the parties agree in writing to extend the time limit for collection of the goods).

VI. Quality guarantee

1. The Seller shall provide a guarantee for the quality of the goods delivered under the framework agreement or the purchase agreement ("guarantee") for a period of 12 months, unless a shorter guarantee period is specified on the packaging of the goods or in the guarantee certificate for the goods (collectively, the "guarantee declaration"), in which case the guarantee shall be valid for the period specified in the guarantee declaration. The Buyer acknowledges that if the manufacturer of the Goods provides a longer warranty, the Buyer shall, upon expiry of the warranty period provided by the Seller pursuant to the first sentence of this paragraph, claim any defects in the Goods directly from the manufacturer of the Goods in accordance with its warranty terms (the provisions of Section 2117 of the Civil Code shall not apply in this case). The Buyer acknowledges that for Goods for which the manufacturer does not provide a warranty for quality, only the warranty pursuant to the first sentence of this paragraph shall be provided. The provisions of this paragraph shall not be affected by any different provisions in the warranty conditions of individual manufacturers. The Seller's warranty period shall commence from the date of delivery of the goods to the Buyer.

2. After the expiration of the warranty period provided by the Seller, the Buyer is obliged to pursue any claims for defects in the goods directly with the manufacturer of the goods in accordance with its warranty conditions. The Seller shall not be liable for any defects in the goods after the expiry of the warranty period provided under the first sentence of paragraph 1 of this Article, nor for the manner and length of handling of claims by individual manufacturers, so the rights from a longer manufacturer's warranty than the warranty provided by the Seller under paragraph 1 of this Article can in no case be asserted against the Seller.

3. The warranty period shall extend for the period during which the Buyer shall not be able to use the defective goods. The fulfilment of the quality guarantee does not extend the guarantee, does not start a new guarantee period or give rise to any other new claims to the quality guarantee. Rights under the quality guarantee shall lapse if they have not been exercised within the guarantee period.

4. The proof of warranty for the purchased goods is a) the purchase document (tax/accounting document), b) the delivery note containing the specification of the goods or c) the warranty certificate issued by the manufacturer. The buyer is obliged to prove by such a document that he is entitled to make a claim (the provisions of paragraph 1 of this Article are not affected by this).

5. The Seller and the Buyer expressly agree that the Seller shall not be liable for damages or other loss of profit, the compensation of which is expressly excluded by the Seller. The maximum total amount of compensation for damages (loss) which the Seller is obliged to compensate in the event of the Buyer's right to compensation against the Seller arising under or in connection with the Purchase or Framework Agreement is an amount corresponding to the purchase price of the goods delivered which caused the loss. For the avoidance of doubt, the Parties agree that neither Party shall be deemed to be the weaker Party for the purposes of the Purchase or Framework Contract.

6. Other rights and obligations of the parties arising out of or in connection with defective performance shall be governed by the Seller's Complaints Procedure.

VII. VAT obligations

1. The Buyer, who is a VAT payer, declares that:

a) is not an unreliable payer within the meaning of Section 106a of Act No. 235/2004 Coll., on Value Added Tax (hereinafter referred to as the "VAT Act");
b) the Buyer's bank account, to which the Seller will eventually make payments in connection with the Purchase Contract, is and will be an account that is duly entered in the register of VAT payers' bank accounts;
(c) there are no grounds on which the Seller would or could become liable for the Buyer's tax liability arising from VAT charged by the Seller.

2. The Seller shall be entitled to withhold the amount of VAT from any invoice issued by the Buyer in connection with the concluded contracts and the GTC and to make the relevant payment to the Buyer without the amount of VAT so withheld, in particular in the following cases:

(a) the Buyer becomes an unreliable payer;
or
b) the Buyer requests the transaction to be made to a bank account other than the one entered in the VAT register.

3. The Seller is entitled to pay the withheld amount of VAT on behalf of the Buyer to the account of the tax administrator pursuant to Section 109a of the VAT Act or directly to the Buyer if it is proven by the Buyer that its VAT obligation has been duly and timely fulfilled.

VIII. Sanctions

1. In the event of even partial delay of the Buyer with the payment of the invoice, the Buyer is obliged to pay a contractual penalty of 0.03% of the amount due for each day of delay until payment. The Seller's right to claim damages against the Buyer on the same account is not affected by the payment of the contractual penalty and the Seller may claim damages in addition to the contractual penalty.

2. If the Buyer has financial obligations due to the Seller, the Seller is entitled to suspend the delivery of goods until the Buyer has paid the obligations in full, even in the case of previously confirmed orders or purchase contracts. During this period, the Seller is not in default of its obligations. The Seller's deadline for the delivery of the goods that has been interrupted for the reasons mentioned above shall be extended by the time until the payment of the due obligations.

3. Default interest, penalty or damages shall be payable within seven calendar days of the date of invoicing of the penalty to the obliged party.

IX. Withdrawal from the contract, termination of the contract by payment of the severance payment

1. Either party may withdraw from the framework agreement and/or the subcontract and/or the purchase contract, in particular in the following cases:

(a) either party breaches its obligations under the contract in a material way (e.g. (a) if the Buyer defaults in the payment of the purchase price or part thereof for more than 15 days and fails to remedy such breach even upon written notice from the other Party within an additional reasonable period of time provided by the other Party, which shall not be less than 10 days from the receipt of the written notice to perform), the other Party shall have the right to withdraw from the Contract in accordance with the provisions of the Civil Code (Sections 1977 et seq.), with ex nunc effects (i.e. from the moment of withdrawal);

(b) in respect of the other party to the contract (i) the other party to the contract has been the subject of insolvency proceedings; or (ii) has been adjudicated bankrupt; or (iii) has been declared bankrupt or has had its assets annulled because its assets are wholly insufficient; or (iv) a reorganisation has been authorised by the court; or (v) a moratorium has been approved by the court in respect of it; or (vi) a receiver has been appointed in insolvency proceedings in respect of its assets; or (vii) a winding-up order has been made;

(c) execution or enforcement of a judgment is ordered affecting such a substantial part of the other Party's property that it is reasonably foreseeable that the affected Party will be unable to perform its contractual obligations in a proper and timely manner.

2. The withdrawal shall take effect upon delivery of the written withdrawal to the other Party. Withdrawal from the contract shall not affect the right to payment of contractual penalties, interest for delay or damages.

3. For the avoidance of doubt, the parties agree that in the event of withdrawal from the framework agreement, the effects of the concluded subcontract shall remain unaffected by the withdrawal.

4. The parties agree that the buyer may cancel the subcontract by paying a cancellation fee of 10 % of the purchase price of the goods. In such a case, the subcontract shall be cancelled by payment of the cancellation fee in the same way as in the case of withdrawal from the contract. However, the buyer does not have the right to cancel the subcontract by payment of the termination fee if the goods have been delivered, even partially, by the seller under the subcontract.

X. Force Majeure

1. The circumstances excluding liability are considered to be cases of force majeure according to the provisions of Section 2913 (2) of the Civil Code (hereinafter referred to as "force majeure"). Force majeure shall be deemed to be an extraordinary, unforeseeable and insurmountable obstacle which has arisen independently of the will of the obliged party and which prevents it from fulfilling its obligation, if it cannot reasonably be assumed that the obliged party would have averted or overcome the obstacle or its consequences and that it would have foreseen the obstacle at the time of the conclusion of the contract, in particular, natural disasters, embargoes, civil wars, insurrections, war conflicts, including the consequences of the Russian-Ukrainian war conflict, terrorist attacks, riots or epidemics, including a coronavirus epidemic and related measures by public authorities to limit the spread of the epidemic.

2. The liability of the Parties shall not be excluded by such an obstacle which arose only at the time when the Obliged Party was in default in the performance of its obligation, or which arose from the economic circumstances of the Obliged Party, or an obstacle which demonstrably and substantially could not have affected the performance under this Agreement, or an obstacle which the Obliged Party under this Agreement could have overcome.

3. The Party claiming force majeure shall promptly notify the other Party in writing (within five calendar days of their occurrence at the latest), specifying the nature of the impediment which has prevented or will prevent it from performing its obligations, the expected duration of the impediment and its consequences, and take all available measures to mitigate the consequences of the non-performance of the contractual obligations. The other Party shall acknowledge receipt of such notification in writing without undue delay.

4. The invoking Party shall also undertake to notify the other Party immediately in writing of the cessation of the force majeure effect and to provide written proof no later than five calendar days after the cessation of the force majeure effect or after the removal of the obstacles that prevented it from fulfilling its contractual obligations. The other Party shall acknowledge receipt of such notification in writing without undue delay.

5. If the force majeure effect demonstrably lasts longer than two months and if the force majeure effect demonstrably prevents either Party from fulfilling the obligations agreed in this Contract, both Parties shall have the right to withdraw from the Contract or to agree on an extension of the delivery dates.

6. Force majeure shall preclude the claim for contractual penalties against the party affected by force majeure, the claim for damages or any other punitive damages, if agreed. The party affected by force majeure shall not be in default in the performance of the obligation to which it is contractually bound.

XI. Arbitration Clause

1. The Parties expressly agree, pursuant to Act No. 216/1994 Coll., that all property disputes arising from this Agreement, as well as disputes that may arise in the future from the legal relationship established by this Agreement, with the exception of disputes arising from foreclosure and disputes arising from insolvency proceedings, unless resolved by mutual agreement, shall be arbitrated by JUDr. Karel Schelle, LLM., MBA, attorney at law registered with the Czech Bar Association under number 12495, with place of practice Ambrožova 6, 635 00 Brno. The arbitrator appointed by this arbitration clause shall decide disputes without an oral hearing, only on the basis of written materials submitted by the parties. The arbitrator shall deliver the arbitration claim to the other party (the defendant) with an order inviting the defendant to comment on the claim within 15 days of the date of delivery. If the other party (the defendant) fails to respond to the claim within 15 days of the date of service of the order, the arbitrator shall be deemed to accept the claim. The order by which the arbitrator invites the defendant to make a statement shall contain a statement to that effect.

2. The arbitration shall be conducted in accordance with the laws of the Czech Republic and the principle of equity shall apply. The arbitral award need not be reasoned. This shall also apply if, at the request of any of the parties, the dispute is settled in the course of the arbitration proceedings by means of an amicable settlement in the form of an arbitral award.

3. The costs of the arbitration proceedings shall consist of:

a) the arbitration fee shall be 4% of the value of the subject matter of the dispute, but not less than CZK 5,000 plus VAT according to the statutory regulation and not more than CZK 100,000 plus VAT according to the statutory regulation. The fee represents the arbitrator's remuneration.
b) special costs incurred in the hearing and determination of the dispute in arbitration.

4. The relevant provisions of the Code of Civil Procedure shall apply mutatis mutandis when deciding on the compensation of the costs of the arbitration.

5. The arbitral award shall become final and enforceable on the date of delivery. Unless otherwise provided for in this clause, Act No. 216/1994 Coll. shall apply.

XII. Other and final provisions

1. any document that is required to be delivered to the other party under the Purchase Agreement, the Framework Agreement or under generally binding legal regulations (e.g. withdrawal) shall be delivered to the other party by personal delivery or by registered letter sent to its address as it appears in the Commercial Register, whether by means of a postal licence holder or other organisation dealing with the delivery of documents, or by means of a data box. Ordinary correspondence which does not affect the formation, modification or termination of the purchase contract or framework agreement or where service by e-mail has been agreed by the parties in the purchase contract or framework agreement may also be served by e-mail. In the case of service by e-mail, the effects of the legal transaction shall take effect on the next working day after the date of sending the e-mail message containing the expression of intent to the e-mail address of the other party.

2. The Seller is entitled to unilaterally amend and supplement these GTC. This provision shall not affect the rights and obligations arising during the period of validity of the previous version of the GTC.

3. Should any provision of these GTC, the framework agreement or the purchase agreement become invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect the validity and effectiveness of the remaining provisions, unless it follows from the nature of the provision or its content that the invalid or unenforceable provision cannot be separated from the rest of the content of the agreement. If any provision of this Agreement becomes invalid or unenforceable, the Parties shall enter into negotiations to re-arrange their relationship so as to preserve the original intent of the Agreement.

4. The rights and obligations not covered by these GTC, the Framework Agreement and the Purchase Contract shall be governed by the law of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code, as amended.

5. These GTC are valid and effective from 19.2.2024