General Purchasing Terms and Conditions

Valid from 1st of September 2026

These General Terms and Conditions of Purchase (the “GTCP”) of GENTEC CHP s.r.o., Company ID No.: 28599446, with its registered office at Antala Staška 1859/34, 140 00 Prague 4 – Krč, registered with the Municipal Court in Prague, Section C, File No. 303497, with a branch at Křižíkova 188/68, 612 00 Brno and Olomoucká 3419/7, 618 00 Brno (the “Buyer”), govern relationships relating to the purchase of goods, machines, components, materials and/or services (the “Subject of Supply”) from suppliers (the “Supplier”).

GTCP form an integral part of each order or contract concluded between the Buyer and the Supplier, unless otherwise agreed in writing. The Supplier’s terms and conditions shall not apply unless expressly accepted in writing by the Buyer. By confirming an order or commencing its performance, the Supplier confirms that it has read, understood and agrees to GTCP. The rights and obligations of the parties not regulated in the order or in the GTCP shall be governed by Act No. 89/2012 Coll., the Civil Code, as amended.

I. FORMATION OF THE BUSINESS RELATIONSHIP

An order must be made in writing (including by e-mail). Confirmation of the order by the Supplier must also be made in writing. Commencement of performance of the order shall also be deemed acceptance of the order.
The Supplier shall confirm or reject the order within five (5) business days of its delivery.
If the Supplier confirms the order with amendments, the order shall not be concluded and such confirmation shall be deemed a counter-offer by the Supplier. If the Buyer does not expressly accept such counter-offer in writing within ten (10) days of its delivery, the counter-offer shall be deemed rejected.
Unless stated otherwise, the delivery shall be performed in accordance with the latest approved revision of the drawing documentation and technical conditions.
For both pre-contractual and contractual relationships, the Buyer and the Supplier exclude the application of trade usages pursuant to Section 558(2) of the Civil Code, unless the parties agree on them in advance in writing.

II. DELIVERY DATE

The delivery dates specified in the order are binding. Earlier delivery is possible only with the prior written consent of the Buyer and shall have no effect on the agreed due date of the price.
The Supplier shall inform the Buyer without undue delay of any foreseeable or actual delay, including the proposed substitute delivery date. The Supplier shall be liable for delays caused by its subcontractors.
In the event of the Supplier’s delay, the Buyer shall be entitled to claim a contractual penalty pursuant to Article VIII of these GTCP, compensation for damage and loss of profit, or, after the lapse of fifteen (15) days of delay, to unilaterally withdraw from the order.
The Buyer shall be entitled to return early or excessive deliveries at the Supplier’s expense.

III. PRICE

Unless otherwise agreed in the order, the price is final and includes all costs associated with delivery, including necessary packaging, insurance and transport to the place of performance (DAP according to Incoterms 2020).
The price is stated exclusive of VAT. VAT shall be charged at the rate applicable under the relevant legal regulations. Each party shall bear its own bank charges.
The Supplier may assign receivables from the Buyer only on the basis of the Buyer’s prior written consent. The same applies to any form of third-party receivables financing, in particular factoring, forfaiting, invoice discounting or similar financial instruments involving the transfer of a receivable or rights connected therewith to a third party. The Supplier shall inform the Buyer in advance in writing of its intention to enter into such an agreement with a third party. The Buyer shall be entitled to refuse consent without stating a reason. The Supplier shall not be entitle d to unilaterally set off any of its receivables against the Buyer without the Buyer’s written consent.

IV. REQUIREMENTS FOR DELIVERY NOTES AND INVOICES

The Supplier shall issue a delivery note for each delivery containing at least the following:
a) delivery note number and Buyer’s order number;
b) identification of both parties (business name, registered office, Company ID No., VAT ID No.);
c) description and quantity of the delivered Subject of Supply or services, including part numbers, drawing numbers or other identifiers, e.g. labelling with the Buyer’s label, and any other items according to the Buyer’s specification;
d) address of the place of delivery and address of the carrier;
e) a section designated for confirmation of receipt by the Buyer; the delivery note shall be issued in two counterparts.
The Supplier shall issue a tax document (invoice) containing at least the following:
a) invoice number and Buyer’s order number;
b) identification of both parties (business name, registered office, Company ID No., VAT ID No.);
c) delivery note number to which the invoice relates;
d) detailed itemised breakdown, including unit prices excluding VAT and the VAT rate;
e) total amount excluding VAT, VAT amount and total amount including VAT;
f) currency, bank details and variable symbol;
g) date of taxable supply, issue date and due date
Invoices shall be sent electronically to: faktury@gentec.cz. The Supplier shall issue the invoice no later than fifteen (15) days from the date of the taxable supply.
The Buyer shall be entitled, before the due date, to return an invoice that does not contain any of the mandatory particulars or contains incorrect data.
The invoice maturity period shall be sixty (60) days from the date of delivery of a duly issued invoice to the Buyer, unless otherwise agreed in the order.

V. PLACE OF DELIVERY AND DOCUMENTATION

The place of performance shall be the Buyer’s establishment, unless otherwise specified in the order (DAP according to Incoterms 2020). Ownership title to the Subject of Supply and the risk of damage shall pass to the Buyer upon handover at the place of performance and signature of the delivery note.
Unless otherwise agreed, the Supplier shall deliver, together with the Subject of Supply, all relevant documentation, in particular: handover protocol, attestations and certificates, operating manuals in the Czech language, safety data sheets for chemical substances, test reports and documents proving the professional qualification of personnel. The Supplier shall also send such documentation electronically to the e-mail address of the purchaser specified in the purchase order, or to another person designated by the Buyer.
Without complete documentation, the delivery cannot be deemed fulfilled and cannot be accepted without reservations.
All documents relating to the delivery must state the Buyer’s order number

VI. QUALITY AND WARRANTY

The Supplier undertakes to deliver the Subject of Supply in accordance with the technical standards of the Czech Republic and the EU, free from material, manufacturing and workmanship defects, and in conformity with the technical documentation or sample approved by the Buyer.
Unless otherwise agreed in the order, the Supplier provides a warranty of twenty -four (24) months from the date of delivery. If the Subject of Supply forms part of the Buyer’s delivery to another entity, the warranty period shall commence on the date of commissioning or delivery to such entity; however, the total warranty period shall not exceed thirty-six (36) months from the date of delivery by the Supplier.
The Buyer shall notify apparent defects within ten (10) business days of receipt of the Subject of Supply. The Buyer is entitled to notify hidden defects at any time during the warranty period.
For the purposes of these GTCP, apparent defects shall include in particular the following defects: incorrect number of pieces, apparent visual defects or damage. Dimensional defects shall not be deemed apparent defects.
A complaint must be made in writing and contain a description of the defect, number of pieces, photo documentation, delivery note number and invoice number.
The Supplier shall respond to a complaint within two (2) business days. The Supplier shall either acknowledge the complaint, request that the Buyer send the complained-of Subject of Supply back for further inspection, or propose another adequate method of inspection. If the Supplier fails to respond to the complaint within five (5) business days despite a reminder from the Buyer, the complaint shall be automatically acknowledged. In the event of further inspection, the Supplier shall respond to the complaint no later than within thirty (30) days. Subsequently, the complaint shall either be rejected, or the Supplier shall agree with the Buyer on the form of remedy (repair, delivery of a new item, return of the complained-of item), according to the Buyer’s preferences. If the Supplier fails to close the complaint within forty-five (45) days, the complaint shall be automatically deemed acknowledged.
The costs of transport and dismantling of the complained-of Subject of Supply shall be borne by the Supplier if the complaint is acknowledged, and by the Buyer in the case of an unjustified complaint.
In addition to the obligations arising from Article VI.6, the Supplier undertakes to fully cooperate with the Buyer in minimising incurred damage and additional costs, in particular, for example, by sending substitute performance even during the period before the complaint is acknowledged or rejected. After the complaint is subsequently resolved, the Supplier and the Buyer shall settle their mutual accounts depending on the outcome of the complaint.
Due to the delivery of defective Subject of Supply, the Buyer may claim from the Supplier compensation for costs, loss of profit and reimbursement of justified costs of the Buyer’s customer.

VII. LIABILITY FOR DAMAGE CAUSED BY A DEFECT IN THE SUBJECT SUPPLY

The Supplier shall be liable for damage caused by a defect in the delivered Subject of Supply, regardless of whether the defect consists in design, material, manufacture or incorrect labelling, in accordance with Act No. 89/2012 Coll. and Act No. 387/2024 Coll., on general product safety and amending certain related acts.
If defective Subject of Supply causes damage to the health or life of any person (including the Buyer’s employees, customers or third parties) or damage to the property of third parties, the Supplier shall be liable for such damage in full. The Supplier undertakes to fully indemnify the Buyer against all claims asserted by third parties against the Buyer,
including:
a) compensation for damage to health or death, including compensation to survivors pursuant to Section 2959 et seq. of the Civil Code;
b) compensation for damage to third-party property;
c) costs of product recall;
d) sanctions imposed by public authorities in connection with a defect in the Subject of Supply;
e) costs of legal representation and court fees.
The Supplier undertakes to maintain valid product liability insurance with an insurance indemnity limit of at least CZK 25,000,000 per one insured event. Upon the Buyer’s request, the Supplier shall provide a valid insurance certificate within five (5) business days.
The existence of insurance shall not limit the scope of the Supplier’s liability. The Buyer shall be entitled to claim compensation for damage in full even if it exceeds the insurance limit.
The Supplier shall not be liable for damage if it proves that the damage occurred as a result of demonstrably improper handling by the Buyer contrary to the instructions for use, of which the Buyer had been duly informed. The burden of proof lies with the Supplier.

VIII. CONTRACTUAL PENALTIES

In the event of the Supplier’s delay with delivery, the Buyer shall be entitled to claim a contractual penalty of 0.05% of the agreed price of the performance for each commenced day of delay.
After fifteen (15) days of delay, the Buyer may unilaterally withdraw from the order, without prejudice to its rights to compensation for damage and loss of profit.
In the event of breach of confidentiality obligations or obligations relating to the protection of information under Article X, the Buyer shall be entitled to claim a contractual penalty in the amount of three times the agreed price for the delivery, or the ordinary value of the intangible asset that was used without authorisation.
The application of a contractual penalty shall not prejudice the Buyer’s right to compensation for damage in full.

IX. PACKAGING AND DISPOSAL OF PACKAGING

The Supplier shall dispatch the delivery in packaging ensuring sufficient protection against damage during transport and storage. If the Subject of Supply has special storage requirements, the Supplier shall attach such requirements directly to the Subject of Supply.
The Supplier shall label individual items of the Subject of Supply according to the Buyer’s instructions. This may include, for example, labels, barcodes or other markings.
The Supplier undertakes to fully comply with its obligations under Act No. 477/2001 Coll., on packaging, and Act No.541/2020 Coll., on waste, including informing the Buyer of the method of handling packaging and its disposal. The Supplier shall bear all costs and legal consequences associated with failure to fulfil these obligations.

X. PROTECTION OF INFORMATION AND THIRD-PARTY RIGHTS

All business, financial or technical materials of any kind that are not publicly available and that have been provided by the Buyer to the Supplier remain the property of the Buyer and constitute trade secrets. The Supplier shall protect such information, not to use it for its own purposes and not to share it with third parties without the Buyer’s written consent. This obligation shall survive for a period of five (5) years after termination of the contractual relationship.
The Supplier undertakes not to provide, disclose or otherwise enable the use by any third party of the Subject of Supply manufactured according to the Buyer’s specifications without the Buyer’s prior written consent. This obligation shall also apply after termination of the cooperation.
The Supplier represents and warrants that the performance under these GTCP does not infringe the rights of third parties, in particular copyrights, industrial rights or other intellectual property rights. The Supplier shall bear full liability for any third-party claims in this respect and undertakes to fully indemnify the Buyer for any damage incurred.
If, in connection with the performance of the delivery, improvements to existing procedures arise at the Supplier, the Buyer shall have a free, non-exclusive right of use for industrial exploitation of such new findings.
Upon the Buyer’s request, the Supplier shall immediately return or irreversibly destroy all confidential information provided, including all copies thereof. These obligations shall also apply to the Supplier’s subcontractors.
The Supplier shall comply with obligations under applicable personal data protection regulations (GDPR, Act No.110/2019 Coll.) and the Cybersecurity Act.

XI. SUBCONTRACTORS

The Supplier may engage subcontractors. The engagement of subcontractors shall not release the Supplier from its liability arising from these GTCP, including liability for quality and deadlines.
The Supplier shall pass on all relevant obligations under these GTCP to its subcontractors to the same extent.

XII. FORCE MAJEURE

Force majeure shall mean extraordinary, unforeseeable and insurmountable obstacles arising independently of the will of a party after conclusion of the contract/order, which have a direct impact on the performance of contractual obligations and which could not have been foreseen or averted even with the exercise of all reasonable care. Force majeure may include certain events such as: armed conflicts, natural disasters, pandemics declared by competent authorities, strikes affecting an entire industry, government embargoes or import/export bans. Force majeure shall not include: financial difficulties of the Supplier, increases in input prices, delays of subcontractors caused by their own
failure, or lack of personnel.
The party whose performance is prevented by force majeure shall inform the other party in writing no later than within five (5) business days of its occurrence, provide evidence of the existence and nature of the force majeure and propose measures to mitigate its impact. If a party fails to notify force majeure in time, it shall not be entitled to any relief from its obligations.
For the duration of the force majeure, the parties shall be released from performance of the affected obligations. If the force majeure lasts longer than sixty (60) days, both parties shall negotiate an amendment to the order. If no agreement is reached within ninety (90) days of the occurrence of the force majeure, either party shall be entitled to withdraw from the order without compensation for damage caused solely by the force majeure.

XIII. GOVERNING LAW AND DISPUTE RESOLUTION

These GTCP shall be governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
The parties undertake to resolve disputes primarily by agreement. If a dispute is not resolved amicably within thirty (30) days, the competent court shall be the court having subject-matter jurisdiction with venue in Brno.
The Buyer is entitled to unilaterally amend or supplement these GTCP. The Buyer shall inform the Supplier of each amendment in writing (by e-mail or by publication on the Buyer’s website) at least thirty (30) days before the amendment takes effect. An amendment to the GTCP shall not apply to orders already confirmed before the amendment takes effect; such orders shall be governed by the wording of the GTCP effective at the time of their confirmation. Orders confirmed after the amendment takes effect shall be governed by the current wording of the GTCP. By continuing the cooperation after the amendment takes effect, the Supplier expresses its consent to the current wording of the GTCP. The current wording of the GTCP is always available on the Buyer’s website. These GTCP take effect on 1 September 2026 and replace all previous purchase terms and conditions of the Buyer.