General Terms and Conditions of Purchase

General Terms and Conditions of Purchase of Marpos, s.r.o.

Article I.
Introductory provisions and validity of the General Business Terms and Conditions

1. Marpos, s.r.o., with its registered office at Mitrovická 598/411d, 724 00 Ostrava Nová Bělá, Company ID: 60321245, registered in the Commercial Register maintained by the Regional Court in Ostrava, Section C, File 11348 (hereinafter referred to as the "supplier" or "Marpos"), issues these General Terms and Conditions of Purchase (hereinafter referred to as the "GTCP"), which govern the mutual contractual relationships arising between Marpos and the supplier, based on or in connection with an order from Marpos. These GTCP apply to all the above-mentioned contractual relationships between Marpos as the supplier of goods or services and the supplier, unless otherwise agreed in writing in each specific case.

Article II.
Order and conclusion of contract

1. A contract concluded on the basis of an order and its subsequent acceptance, as well as all its amendments and additions must be made in writing and confirmed by Marpos. Written form is also maintained in the case of concluding a contract (order, acceptance) by e-mail, fax message or letter. It is also possible to conclude the contract orally (e.g. by phone, personal meeting), but the oral form of concluding the contract always requires subsequent written confirmation for its validity.
2. In the case of execution of orders in writing, the order is accepted and the contract is concluded at the moment when Marpos receives a copy of the order signed by the supplier or a person authorized to act on behalf of the supplier, or at the moment when Marpos receives an unconditional confirmation of acceptance of the order by the supplier.
3. These GTCP expressly exclude the conclusion of a contract on the basis of acceptance of an offer or other proposal to conclude a contract with a deviation, including a deviation that does not substantially change the original text of the offer.
4. Marpos reserves the right to withdraw its order if it does not receive the acceptance of the order by the supplier within 30 days of its issuance.

Article III.
Form and content of the contract

1. The supplier acknowledges that business custom does not take precedence over a provision of the law that does not have coercive effects. At the same time, the application of Sections 1799 and 1800 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "NCC") relating to form-based contracts is excluded.
2. The contract between the supplier and Marpos includes the Marpos inquiry, the Marpos General Terms and Conditions of Purchase in the current version, the technical documents and Marpos assignments, or any written amendments between the supplier and Marpos.
3. Unless otherwise agreed with a specific supplier in a written contract, contracts with Marpos must always be in writing and signed by representatives of both parties. Written form is also necessary for all other contracts and amendments that would change the wording of the original contract in any way.

Article IV.
Performance

1. The performance must comply with the terms and conditions agreed in the contract, including all their components, i.e. in particular, but not exclusively, these GTCP and the Marpos technical assignment.
2. The place of performance is the registered office of Marpos, unless otherwise agreed in a specific case.
3. Marpos is not obliged to accept partial performance or performance in a larger amount than agreed.
4. Performance must be provided on time, according to the deadline or schedule agreed in the contract. Fulfilment before the agreed date is only possible with the prior consent of Marpos.

Article V.
Subcontractors

1. The supplier is entitled to entrust the performance of partial obligations to a subcontractor, unless the contract excludes this in a specific case.
2. The supplier bears all responsibility for any defective performance, breach of contract and other misconduct of subcontractors as if the supplier had fulfilled the obligation himself. A supplier authorised by a subcontractor cannot be released from any obligation imposed on him by the contract and its components. The supplier is therefore responsible for ensuring that the subcontractors comply with the same conditions, i.e. they respect all mutual agreements between Marpos and the supplier.
3. Upon request, the supplier is obliged to submit to Marpos a list of its subcontractors who participated in the performance of the subject of the contract. In this list, the supplier is obliged to specify the subcontractor, scope and specification of the work of the specific subcontractor.
4. If justified, Marpos may require the supplier to replace the subcontractor.

Article VI.
Liability, warranty and complaints procedure

1. The supplier assumes responsibility for proper and timely performance according to effective legal regulations, unless otherwise agreed in the contract.
2. In the event of delay or defective performance, the supplier is obliged to compensate Marpos for all direct or indirect damage or other loss.
3. Marpos may file a complaint against the goods due to:
   a) obvious defects in the goods, incompleteness of delivery and obvious defects in the packaging of the goods – no later than 30 days from the date of receipt of the goods.
   b) hidden defects or defects arising and discovered during the warranty period, if covered by the warranty – at any time during the warranty period.
4. Marpos is obliged to file a complaint in writing with the supplier. In this case, e-mail is considered to be written form.
5. In the event of a complaint due to defective goods, Marpos is entitled to:
   a) require the rectification of defects by repair of the goods, if the defects are repairable,
   b) require replacement goods in exchange for defective goods,
   c) require a discount on the price of defective goods,
   d) withdraw from the purchase contract.
6. Marpos will notify the supplier of the choice of right in the complaint protocol sent to the supplier or without undue delay after this notification. The choice between rights is exclusively up to Marpos.
7. If the delivered goods have defects, Marpos is not obliged to pay the price of the goods or the part of the price of the goods that has not yet been paid until the defects are completely rectified or the replacement goods are delivered. The same applies if less than the agreed quantity of goods or other than the agreed goods are delivered.
8. Marpos claims are thus excluded if the damage is due to the fault of the company as a result of a violation of the operator's regulations, maintenance and assembly, incorrect or improper use, incorrect or negligent handling or incorrect repair.
9. In the event of a complaint, the supplier is obliged to comment on the method of resolving the complaint within 3 days, including an alternative delivery date for the goods complained about. In the event of a complaint due to insufficient quality, the supplier is obliged to report the cause of the poor-quality delivery within 7 days, including a proposal for remedial measures.

Article VII.
Requirements for suppliers in terms of quality and quality

1. Materials subject to expiration must be delivered while maintaining at least 70% of the total expiration time at the time of delivery to the Marpos headquarters. Failure to meet this requirement will be resolved in the form of a complaint.
2. Suppliers are responsible for the quality of the supplied parts and materials. The standards of the EN ISO 9000 series, or other internationally recognized norms or standards (e.g. ČOS, AS 9100, TS 16949), serve as a systematic aid for quality assurance.
3. Marpos is certified according to EN ISO 9001, in order to fully meet the requirements set by this standard, it evaluates its suppliers of individual components affecting the final quality of the product in the following ways:
   a) Supplier evaluation based on the "Supplier Questionnaire". This questionnaire is used to obtain initial information about the supplier's quality management system.
   b) Evaluation of suppliers based on the quality of supplies (based on VDA 2). Each delivery is evaluated on the basis of three criteria – timeliness of delivery, quality of delivery and completeness of delivery. Based on the classification of these three criteria, a comprehensive evaluation of the delivery is carried out:
   A – all three criteria are evaluated A
   B – one criterion is evaluated B
   C – one criterion is evaluated B
   D – one criterion is evaluated D.
4. Once every 12 months, a summary evaluation of deliveries is carried out and suppliers are acquainted with it. The resulting evaluation can be A, B or C. In the case of a reduced evaluation (B or C), the supplier is invited in the form of a letter,
   or e-mail to address the reduced evaluation of deliveries, and the supplier is obliged to respond with remedial measures within 10 working days of receiving the assessment, including the deadline for compliance with the measures.
5. The fact that Marpos carries out an initial inspection of purchased products does not relieve the supplier of responsibility for its output inspection.
6. In the event that statistical acceptance by comparison is used during the input inspection, Marpos is entitled to return the entire delivery to the supplier for sorting if a poor quality part is found. If Marpos does this sorting independently, the supplier will be charged for the time needed to sort low-quality products (CZK 600 will be charged for 1 hour).
7. In order to verify the facts stated in the "Supplier Questionnaire" or on the basis of a reduced evaluation of deliveries (even during the evaluated period) or to verify the effectiveness of the specified remedial measures, Marpos is entitled to audit the supplier. In the case of an audit that is included in the Supplier Audit Program for a specified period, the Audit Plan is sent to the supplier at least 14 days before it is performed. In the event of an unplanned audit (e.g. due to reduced quality of supplies), the Audit Plan must be sent to the supplier at least 3 days before it is carried out.
8. The supplier must respond to the identified deficiencies with a programme of measures to eliminate the deficiencies and its implementation by the set deadline. The supplier informs Marpos about the success of the implementation of these measures and the company has the right to carry out a verification audit.
9. In the case of special requirements for the quality of the supplied products, this requirement will be specified in the inquiry or order, or the quality will be specified in a specific contract.

Article VIII.
Transport, costs and transfer of risk

1. The determination of the transport route, method of transport, means of transport and method of packaging is fully at the discretion of Marpos.
2. Unless otherwise agreed, the INCOTERMS in the version effective at the time of conclusion of the contract shall apply to delivery, which govern the conditions of carriage, transport payments, risks and obligations between the carrier, supplier and Marpos.

Article IX.
Force majeure

1. Force majeure is considered to be in particular circumstances that arise after the conclusion of the contract as a result of unforeseeable, extraordinary and unavoidable events, such as a natural disaster.
2. In the event of impossibility of performance for the above reasons, the contracting party for whom the performance of contractual obligations has become impossible is obliged to immediately inform the other party of this and to prove that these circumstances made it impossible to perform the contractual obligations.
3. In particular, but not exclusively, a strike at the supplier, delays of subcontractors, and the accidental occurrence of material defects cannot be considered force majeure.

Artcle X.
Payment terms

1. In correspondence, invoices, delivery notes, e-mails, etc., it is essential to include the full order number and the supplier's specifications.
2. The supplier sends the invoice electronically to the e-mail address faktury@marpos.cz.
3. The supplier is not entitled to assign or pledge its receivables against Marpos in any way, unless Marpos has expressly consented to this.
4. Marpos is entitled to unilaterally offset its receivables due and not due against any receivables due and not due of the supplier against Marpos.
5. The supplier's receivable is not due before the moment when Marpos has verifiable and correct tax documents at its disposal.

Article XI.
Contractual sanctions

1. In the event of the supplier's delay in delivering the goods, Marpos may charge the supplier a contractual penalty of 0.5% of the total price of the performance for each commenced week of delay, but no more than 5% of the total price of the performance.
2. Marpos is entitled to unilaterally offset a receivable for the payment of a contractual penalty against a supplier's receivable for the payment of the purchase price.
3. Payment of the contractual penalty does not exclude Marpos' claim for compensation for damage or other harm from the supplier. The obligation to pay the contractual penalty persists even in the event of termination of the contract.

Article XII.
Environmental protection

1. The supplier undertakes to comply with all legal regulations in the field of environmental protection.
2. The supplier undertakes to comply in particular with Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of 18 December 2006 (hereinafter referred to as the "REACH Regulation") and Directive 2015/863/EU of the European Parliament and of the Council (hereinafter referred to as
   "RoHS Directive 3"), including Government Regulation No. 481/2012 Coll., on the restriction of the use of certain hazardous substances in electrical and electronic equipment.
3. If the delivered goods do not comply with the REACH Regulation or the RoHS 3 Directive in the version effective at the time of delivery, the supplier is obliged to inform Marpos about it at the e-mail address: info@marpos.cz. If such notification is not sent to the address provided, the shipment will automatically be considered RoHS 3 compliant and not containing any of the substances listed in the Annex to REACH.
4. In the event that the goods supplied contain conflicting materials pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the supplier may be required to provide a manufacturer's declaration of conflict minerals.

Article XIII.
Confidentiality

1. The supplier is obliged to maintain confidentiality about the content of the contract between the supplier and Marpos. All documents related to the implementation of the contract, including the contract itself, are a trade secret of Marpos, so the supplier undertakes to prevent any direct or indirect dissemination of this information.
2. The obligation of confidentiality applies regardless of whether the contract was finally concluded or not, and the obligation continues to apply even after the contract has been terminated. The obligation of confidentiality therefore applies to information acquired before the conclusion of the contract and after its end.
3. Without the consent of Marpos, the supplier is not entitled to communicate, advertise or otherwise use the mutual business relationship with Marpos for marketing purposes.

Article XIV.
Supplier conduct

1. The supplier undertakes not to commit any unlawful conduct, directly or indirectly, not to attempt to act unlawfully and not to support criminal activity or conduct that would be contrary to the law in any way in connection with the performance of the contract. In particular, it shall refrain from bribery, infringements of competition rules, unfair competition, misleading consumers, unauthorised interference with intellectual property rights, discrimination against its employees and other unlawful conduct.
2. The supplier shall ensure that members of its statutory body, partners, shareholders, directors and other persons involved in the management of the supplier do not behave in the manner described above.
3. The supplier undertakes to inform Marpos of any criminal or administrative proceedings that are conducted against it due to its unlawful conduct (or due to the unlawful conduct of persons referred to in paragraph 2) over the duration of the contractual relationship.
4. Marpos ensures compliance with legal regulations, respect for human rights, support for sustainable development, environmental protection, fair competition, fair market behaviour and, last but not least, respect for intellectual property rights. Conduct of the supplier contrary to the values stated above entitles Marpos to terminate business cooperation with the supplier and unilaterally terminate the contract with immediate effect.
5. In the event that the supplier is aware that its ability to supply Marpos with goods that Marpos has recently ordered/demanded from it is potentially terminating, the supplier is obliged to inform Marpos sufficiently in advance. Marpos has the right to purchase a sufficient quantity of goods in a timely manner from the supplier, who is obliged to offer and deliver these goods to Marpos.

Article XV.
Technical documents

1. Marpos reserves the ownership right and intellectual property rights to all drawings, technical solutions, templates, technical descriptions, calculations, drawings and other documents that it may provide to the supplier in connection with the performance of the contract.
2. The technical documents may not be made available to a third party or shared or used by the supplier in any way without the prior written consent of Marpos. The same restriction applies to articles and goods produced using these technical documents.
3. If a contract is not concluded, the supplier undertakes to return all technical documents to Marpos.
4. The technical documents are intended exclusively for the performance of the contract between the supplier and Marpos. After the contract has been fulfilled, the technical documents must be returned to Marpos without delay.
5. The technical documents attached to an order, such as instructions for packaging, labelling and delivery, form part of the contract and are binding on both parties.
6. The technical documents attached to an order, such as instructions for packaging, labelling and delivery, form part of the contract and are binding on both parties.

Article XVI.
Termination

1. In the cases specified below in this article, Marpos is entitled to unilaterally terminate or withdraw from the contract, with immediate effect:
   a) the supplier has reduced its activities or production in such a way that the further performance of the contract is jeopardized,
   b) insolvency or other similar proceedings have been initiated against the supplier,
   c) the supplier has entered into liquidation,
   d) the supplier has breached the obligation arising from the contract, these GTCPs or other documents that are part of the contract, e.g. in the field of environmental protection, protection of trade secrets, intellectual property, etc.,
   e) the supplier has been convicted of a criminal offence pursuant to Act No. 41/2011 Coll., on Criminal Liability of Legal Entities, as amended,
   f) a member of the statutory body or a natural person engaged in business has been convicted with no further possibility of appeal for a criminal offence committed in connection with the supplier's line of business.

Article XVII.
Applicable law and jurisdiction

1. These terms and conditions, all rights and obligations of the parties under these terms and conditions and the contract, as well as all relationships between the parties based on the contract and these terms and conditions or related to it shall be governed by the law of the Czech Republic, excluding the conflict of law provisions of the Czech Republic. The contracting parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (the so-called Vienna Convention) under Article 6 of the Vienna Convention in the relationship established by the contract, and at the same time choose the law of the Czech Republic to regulate their contractual relationship established by the contract. In the event of a dispute relating to a contract or any relationship arising from or relating to a contract, the parties have agreed as the court of first instance with territorial jurisdiction the court of first instance in whose district the buyer’s (i.e., Marpos’) registered office is located.

Article XVIII.
Effectiveness

1. These General Terms and Conditions of Purchasing come into effect on 1 January 2024