1.1. These general terms and conditions (hereinafter referred to as "GTC") are business terms within the meaning of the provisions of Section 1751 of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the "CC"), and apply to all relationships arising from the purchase or work contract (hereinafter referred to as the "contract") concluded between the company FONAP Litovel s.r.o., as the seller/contractor (hereinafter referred to as "FONAP") and the buyer/customer (hereinafter referred to as the "customer"), the subject of which is the delivery of goods or performance of work by FONAP (hereinafter also referred to as "delivery of performance").

1.2. In case of different regulation of rights and obligations of FONAP and the customer in the contract and these GTC, the provisions of the contract shall prevail.

1.3. All contract documents shall be deemed to be mutually complementary and/or explanatory. In case of conflict, the interpretation of documents and the order of their priority shall be as follows, unless otherwise specified in the contract: (a) the contract, including all specific conditions included in the contract, (b) annexes to the contract, (c) these GTC, (d) if applicable, other documents.

1.4 Terms and conditions other than GTC shall not apply to the above-mentioned relationships, even if they are known to FONAP or have been submitted to it. FONAP is not bound by any conditions unless they are expressly approved in writing by an authorized representative of FONAP.

2.1. The purchase contract must be concluded in written form or through electronic means. The contract becomes valid and effective as soon as any of the following events occurs: (a) on the day of signing by both contracting parties, or (b) when FONAP confirms in writing the acceptance of the customer's order, at any time within seven (7) days after its receipt, whereas confirmation with changes (including deviating regulation contained in the general terms and conditions) is considered a new proposal, which the customer - if interested in concluding the contract - is obliged to accept within 7 (seven) days from the day when such expression of FONAP's will was delivered to them.

2.2. Documentation is part of the performance only if the customer stipulated its delivery in the contract or order and FONAP subsequently confirmed the delivery of documentation or agreed to it in the contract.

3.1. FONAP shall deliver the performance at the place, time, quantity, and quality agreed in the contract. If the delivery time is determined by a deadline, FONAP is entitled to deliver the performance at any time during this period. If the delivery time is not determined by a specific day, FONAP shall invite the customer to accept the performance at least 1 day before the planned day of performance delivery. Unless expressly agreed otherwise, the agreed terms (deadlines) of delivery are only approximate.

3.2. Unless otherwise agreed in the contract, the delivery of performance is carried out in the commercial parity EXW - Senice na Hané, without packaging (INCOTERMS 2010). The performance is considered delivered at the moment when FONAP enables the customer to handle the performance at the agreed place of performance. In case FONAP is to ship the goods, the performance is considered delivered to the customer at the moment of handing over the performance to the first carrier for transportation of the performance for the customer. FONAP is obliged to insure the performance for transportation only if it is expressly stated in the contract.

3.3. Delivery of performance by FONAP is conditioned by timely delivery of all necessary documents by the customer, receipt of necessary permits, consents and approvals, provision of necessary cooperation, compliance with the agreed payment terms and other obligations of the customer. If these assumptions are not met in time, the delivery time specified for the delivery of performance shall be appropriately extended. FONAP's performance is also conditioned by the fact that the customer is not in delay with any payment for already delivered performance. During such delay of the customer, FONAP is not in delay with the delivery of performance and the agreed delivery time is extended by the time corresponding to the length of the above-mentioned delay of the customer. If provision of an advance payment or advance payments is agreed, FONAP is not obliged to deliver the performance before such payment or payments are provided.

3.4. The customer is obliged to (a) accept the performance at the agreed time and/or at the time notified to them by FONAP in accordance with Article 3.1 of the GTC, (b) confirm its acceptance in writing in the delivery note or handover protocol, and (c) send (deliver) the confirmed copy to FONAP. Functional performance that has only such defects or unfinished work that do not prevent proper use of the performance for the purpose agreed in the contract or for the purpose that is customary given the nature and subject of the performance is also considered proper performance. FONAP is also entitled to deliver the performance before the agreed date. Along with the performance, FONAP shall provide the customer with documentation and documents necessary for the acceptance and proper use of the performance, or other agreed documentation. If the customer uses the performance or further transfers it, the performance is considered to be properly delivered and accepted by the customer.

3.5. In case the customer does not accept the performance within fifteen (15) days from the day of its delivery, FONAP is entitled to store the performance at the expense and risk of the customer, with the storage fee agreed for this case at 0.1% of the performance price for each day of storage. If the customer does not accept the performance even within an additionally specified period of at least thirty (30) days, FONAP is entitled to withdraw from the contract without further notice and to charge the customer, in addition to compensation for damages and storage fees, a contractual penalty in the amount of fifteen (15) % of the total performance price.

3.6. If the performance is delayed at the request of the customer, FONAP is entitled to charge the customer for storage costs, or costs for interruption of work.

3.7. Unless expressly agreed otherwise, FONAP is not obliged to deliver the performance before payment of the full price of the performance. Similarly, FONAP is entitled to suspend the performance or part thereof if it has an existing receivable from the customer past due, including receivables from other orders and business relationships.

3.8. All documents relating to the delivered performance will be prepared in the Czech language. Their translation is to be provided by FONAP only if such follows from the contract.

3.9. FONAP delivers the performance without packaging or packaged in a manner appropriate for preserving and protecting the performance with standard packaging that FONAP typically uses for such performance.

4.1. The price is agreed by mutual agreement and is stated without value added tax (hereinafter "VAT"), which will be added to it according to the relevant legal regulations. The price does not include any transport, postage, packaging, etc., unless agreed otherwise.

4.2. If FONAP has also committed to installation, assembly, or commissioning of the performance, the customer is obliged to pay FONAP, in addition to the agreed price, all further expenses reasonably incurred in connection with this.

4.3. The customer is obliged to pay the price based on an invoice issued by FONAP - a tax document sent to the customer, which will be issued after the conclusion of the contract. The invoice must contain all requisites of a tax document as required by the relevant legal regulations. The due date of the invoice is 14 days from the date of issue of the invoice, unless the due date of the invoice is agreed otherwise with FONAP. The price must be paid to FONAP's bank account, and must be credited to this account without any deductions and any unilateral reduction or retention. The customer's obligation to pay the price is fulfilled at the moment when the amount for the performance is credited to FONAP's account.

4.4. If provision of an advance payment is agreed, the customer is obliged to provide it to FONAP's account in time based on an advance invoice issued by FONAP.

4.5. The customer is entitled to unilaterally set off only such receivables that are due, enforceable, not time-barred, which are not disputed between the parties, and only provided that such a set-off has been approved in writing by FONAP. FONAP is entitled to set off against the customer any due receivables. The customer is not entitled to assign any receivable against FONAP arising from this contract and/or this contract or part thereof to a third party without prior written consent of FONAP. If the customer is in delay with any payment in relation to FONAP, then all receivables of FONAP against the customer from mutual business relations become due.

5.1. In case of the customer's delay with payment of the price, FONAP is entitled to demand a contractual penalty in the amount of 0.05% of the outstanding amount for each day of delay and subsequently a contractual penalty in the amount of 0.3% of the outstanding amount for each day of delay, if the customer is in delay for more than 15 days. The contractual penalty is due within 15 days from the day of its billing to the customer.

5.2 The total scope of FONAP's liability for damage that arises to the customer in connection with the fulfillment of this contract or breach of a legal regulation is limited to the amount of ten (10) % of the total price for performance under this contract (excluding VAT), and this for all damage events in their aggregate. The contracting parties have agreed that only actual damage is compensated. Lost profit or other types of damages are not compensated. The contracting parties have agreed that any contractual penalties or other sanctions paid by FONAP to the customer are offset against compensation for damage in full. The agreed limitation does not apply to compensation for damage caused intentionally.

6.1. Ownership rights to the performance are transferred to the customer upon full payment of the price, or other performances arising from the contract. Until the customer acquires ownership rights to the performance, they may not make any disposition actions with the performance without prior written consent from FONAP. If the customer makes a disposition action with the performance, they are obliged to inform the person towards whom the action is made about FONAP's ownership reservation. Until the transfer of ownership rights, FONAP has the right to take back the performance at the customer's expense and for this purpose to enter the premises and land where the performance is located.

7.1. FONAP is liable for defects that the performance has at the moment when the risk of damage to the performance is transferred to the customer, even if the defect becomes apparent only after this moment.

7.2. If items provided by the customer were used in the production of the performance according to the contract, FONAP is not liable for defects in the performance that were caused by the use of these items, if FONAP, with professional care, could not detect the unsuitability of these items for the production of the performance or if it warned the customer about their unsuitability, but the customer insisted on their use.

7.3. If FONAP delivers the performance before the expiration of the time for its delivery, it may, until the expiration of the deadline for its delivery, additionally deliver the missing part or missing quantity of the delivered performance or deliver replacement performance for the defective one, or repair defects of the delivered performance. In this case, the performance is deemed to have been delivered without defects.

8.1. The warranty period for the delivered performance is 24 months and begins to run from the moment of the transfer of the risk of damage to the item from FONAP to the customer, unless otherwise agreed in the contract.

8.2. Provision of the warranty is conditioned by the payment of all due obligations of the customer towards FONAP. If the customer is, at the time of the complaint about the defect of the performance, in delay with the payment of any of their due obligations towards FONAP, FONAP is entitled to suspend the resolution of the complaint claim for the duration of the customer's delay with the payment of their obligations towards FONAP, without, however, interrupting or extending the warranty period.

8.3. For products of other suppliers used for the production of the performance or delivered with the performance, FONAP is liable only to the extent to which its subcontractor is liable for them. FONAP is entitled to resolve a complaint concerning these products by assigning claims against the subcontractor to the customer.

8.4. FONAP is not liable for minor or insignificant defects that do not affect the functionality and use of the delivered performance by the customer or if they were caused by unqualified activity of the customer, a third party or circumstances of force majeure or arose as a result of excessive stress, non-compliance with provided operational regulations, faulty maintenance, freezing, corrosion, chemical, electrical or electrolytic influences. The warranty is exclusively for the benefit of the customer, who is not entitled to transfer this right to a third party without prior written consent of FONAP.

8.5. The customer is obliged to inspect the performance upon acceptance with due care and any defects that can be detected by such inspection, immediately, no later than 14 (fourteen) days from the moment of detection of the defect, or from the moment when the defect could have been detected with due care (but no later than by the end of the warranty period), to complain in writing to FONAP, otherwise their rights from defective performance, as well as rights from the warranty expire. The existence of defects or the filing of a complaint does not entitle the customer to withdraw from the contract, suspend payments or otherwise fail to fulfill obligations arising from the contract. In the complaint, the customer must always describe how the defects manifest themselves, further state their requirements for the settlement of the complaint and attach appropriate evidence. A complaint made in contravention of these conditions or the contract is considered not filed. FONAP is entitled to verify the complained defects on site through its representatives, with the participation of the customer; a protocol will always be written about the result of the investigation. In case of a justifiably complained defect acknowledged in writing by FONAP, FONAP is obliged, at its discretion, either to remove the defect or provide a reasonable discount from the price. FONAP shall communicate the chosen method of resolving the complaint to the customer immediately after assessing the complaint. By removing the defect or providing a discount, the complaint is completely resolved and the customer is not entitled to any further claims.

8.6. In case the price has already been paid, FONAP undertakes to return the amount corresponding to the agreed discount from the price of the performance to the customer within 1 (one) month from the day of concluding the agreement on the settlement of the complaint. In this case, the customer is not entitled to payment of interest on late payment. If the price has not already been paid in full, the customer is not entitled to unilaterally set off the receivable from the title of the discount from the price against FONAP's receivable for its payment.

9.1. Without limitation to other rights and claims of FONAP, FONAP may immediately withdraw from the entire contract or part thereof by written notice to the customer, without any obligation towards the customer, if

(a) the customer has materially breached their obligations, including any breach of contract that the customer has not remedied within thirty (30) days after being notified by FONAP;

(b) the customer has not provided sufficient cooperation under the contract, or is otherwise in delay and does not provide adequate assurance that the customer will be able to fulfill their obligations in a timely and proper manner under the contract;

(c) the customer is in bankruptcy or becomes insolvent, consequently deals with creditors, has appointed a liquidator or administrator, initiates liquidation or similar proceedings or restricts business operations or threatens to stop business operations or is unable to pay their due debts;

(d) the customer improperly handles the results of FONAP's intellectual property. In case FONAP withdraws from the contract for any of the above-mentioned reasons, the customer is not entitled to compensation for costs and damages associated with it. FONAP is not entitled to withdraw from the contract under this article if the customer, upon its request, immediately pays the full price for the performance or provides sufficient guarantees for its payment.

9.2. The customer is entitled to withdraw from this contract only in cases expressly stated in the contract or in these conditions.

9.3. If a valid and effective withdrawal from the contract has occurred, the parties to the contract are obliged to return everything that was provided before the withdrawal based on the contract by the other party. In case of returning the provided monetary performance, the other party is not entitled to payment of interest. If documents in paper or electronic form were handed over with the goods/work, the customer undertakes to return these documents together with the goods/work, undamaged and complete.

10.1. In case of a dispute between the parties to the contract in connection with this contract, the parties undertake to resolve this dispute primarily amicably. If, after mutual negotiations, the dispute is not resolved, it will be submitted for resolution to the competent court. It has been agreed between the parties in accordance with the provision of Section 89a of Act No. 99/1963 Coll., the Civil Procedure Code, that for deciding a dispute between them, the locally competent court is the court in whose district FONAP has its registered office.

11.1. Each party shall keep strictly confidential all information and materials provided by the other party in connection with this contract, except for information that is generally known, and shall not disclose it to a third party or use it contrary to the purpose of its provision for its own needs. The parties undertake to take such measures that will ensure the fulfillment of the above-mentioned obligations also by their employees and members of bodies, even after the termination of their employment or other similar relationship. In case of breach of obligations by these persons, the affected party is liable as if it had breached the obligation itself.

11.2. All information provided by FONAP in connection with the contract, as well as all documents or data that are derived from this information or based on it, shall remain the property of FONAP and are subject to trade secret. All intellectual property rights arising from the fulfillment of the contract shall become the property of FONAP.

12.1. Except where the contract expressly states otherwise, all amendments to the contract shall be binding only in written form and signed by a duly authorized representative/representatives of the contracting parties.

12.2. The contract represents and will represent the complete agreement of the contracting parties and understanding between the contracting parties in relation to all matters contained therein and replaces all previous oral and written declarations, negotiations, obligations, communications, and declarations of any kind.

12.3. The customer is not entitled to apply a right of retention and a lien on any property of FONAP.

12.4. Each breach of the customer's obligation shall be considered a material breach of this contract, unless the contracting parties agree otherwise.

12.5. Any notice to be given to any of the contracting parties under the contract shall be in writing and shall be delivered by personal delivery or sent by courier, mail, or fax to the appropriate address that was specified for this purpose in the contract. Each notice under this contract shall be deemed delivered (a) on the day of personal delivery or refusal of acceptance upon personal delivery, (b) the first business day in the receiving party's country after dispatch, if sent by fax, (c) on the day of delivery, if delivered by courier or mail. Each contracting party may change its specified address by written notice sent to the other contracting party. All communication dealing with everyday business activity between the contracting parties can be conducted by electronic mail (email).

13.1. All supplements, modifications, and changes to these GTC must be made in written form in the contract with a precise indication of which parts of the GTC are adjusted for the given business case and how, and must be signed by authorized representatives of both contracting parties.

13.2. These GTC shall become valid and effective on the date of their announcement by FONAP.