GENERAL TERMS AND CONDITIONS FOR PURCHASE AGREEMENTS

č. 17072019

1. GENERAL TERMS AND CONDITIONS

1.1. These General Terms and Conditions for purchase agreements ("Terms") of AGRIWELL s.r.o., Identification Number: 288 82 202, registered address: Plzeňská 3351/19, 150 00 Prague 5-Smíchov, Czech Republic, registered in the Commercial Register kept by the Municipal Court in Prague, File No. C 150860 ("Buyer"), govern the mutual rights and obligations of the contracting parties arising from a purchase agreement concluded between the Seller and another individual or company ("Seller"), in accordance with § 1751 of Act No. 89/2012 Coll., the Civil Code ("CC").

1.2. These Terms are an integral part of the purchase agreement concluded between the Buyer and the Seller. It is possible to agree on provisions that deviate from these Terms in the purchase agreement. The provisions in the purchase agreement shall prevail over the provisions of these Terms.

1.3. These Terms are binding on the Buyer and the Seller and take precedence over and replace any terms or prior agreements of the Seller concerning the subject of the purchase. Unless expressly provided in the purchase agreement or required by valid legal regulations, the Buyer expressly rejects any attempt by the Seller to incorporate any other conditions, whether arising directly from the Seller's will or from common business practice, or whether such an attempt is made in connection with an offer, correspondence, website, order acceptance, inquiries regarding compliance with obligations of the other party, invoicing, or otherwise.

1.4. The purchase agreement obliges the Seller to deliver the ordered goods to the Buyer and transfer ownership rights to the Buyer, and the Buyer undertakes to accept the delivered goods and pay the purchase price to the Seller for the goods.

2. SELLER'S OBLIGATIONS AND WARRANTIES

2.1. The Seller guarantees that the subject of the purchase ("Goods") corresponds to the description in the purchase agreement and any applicable specifications; it is new (unless otherwise stated in the purchase agreement), of good and merchantable quality, and suitable for any purpose expressly or implicitly stated by the Seller to the Buyer. In this regard, the Buyer relies on the Seller's expertise and judgment.

2.2. The Seller guarantees that it sells the Goods to the Buyer without any liens or encumbrances and with a warranty of full ownership (unless explicitly stated otherwise in the purchase agreement).

2.3. The Seller is responsible for ensuring proper and reasonable inspection and testing of the Goods. The Goods are subject to the Buyer's final inspection and acceptance or rejection by the Buyer upon arrival at the place of delivery. If, after inspection or testing, the Buyer determines that the Goods do not meet or are unlikely to meet the agreed conditions and obligations of the Seller, the Buyer shall notify the Seller, and the Seller shall promptly take necessary corrective measures to ensure the fulfillment of the agreed conditions and characteristics of the Goods.

2.4. The Seller shall ensure that the Goods are properly packed and secured in a manner that allows them to be delivered to the place of delivery in good condition and delivered to the Buyer during the Buyer's normal working hours or at any other time agreed upon between the parties.

2.5. The Seller guarantees that it will comply with all applicable laws and regulations, including all laws and regulations related to imports, exports, environmental protection, and personal data protection, while delivering the Goods.

2.6. Any third-party products sold by the Seller may have their own warranties, and the Seller will transfer all such warranties to the Buyer in their full extent. The enforcement of such warranties will take place directly between the Seller and the third party.

2.7. This warranty clause is a supplement to the warranties and services stated in the purchase agreement, offered by the Seller, or required by applicable laws or arising therefrom, and is not their replacement.

3. PURCHASE PRICE AND PAYMENT

3.1. The price of the Goods shall be the price specified in the purchase agreement. The price includes packaging costs, transportation costs to the place of delivery, insurance, customs and fees, and applicable taxes, including, but not limited to, all value-added taxes, sales taxes, or consumption taxes. No price increase, whether due to increased material costs, labor, transportation, or other factors, is permissible without the prior written consent of the Buyer.

3.2. The Seller shall issue an invoice to the Buyer upon or after the delivery of the Goods, in accordance with these Terms.

3.3. One invoice shall not relate to multiple purchase agreements. The invoice must include:

The purchase agreement number;
Information in accordance with the tax document requirements as per the law;
The Seller's bank account number (including the bank code);
Details of the price in accordance with the agreement.

If the invoice fails to meet all the above conditions, this will result in the Buyer not paying the invoice and returning it to the Seller for correction. The new deadline for a new invoice begins from its re-delivery to the Buyer.

3.4. Unless otherwise specified in the purchase agreement, the Buyer shall pay the Seller all properly invoiced amounts within 14 days from the delivery of the invoice to the Buyer, except for amounts disputed by the Buyer in good faith.

3.5. All payments under such an agreement shall be made in euros by bank transfer or another method agreed upon between the Buyer and the Seller.

3.6. In case of a payment dispute, the Buyer shall provide the Seller with a written notice, describing each disputed item. The parties will further attempt to resolve all such disputes promptly and in good faith.

3.7. The day of payment is considered the day when the paid amount is deducted from the Buyer's account.

3.8. The Seller is required to provide the Buyer with an official payment receipt.

4. DELIVERY

4.1. The Goods will be delivered to the address specified in the purchase agreement or to any other location designated by the Buyer.

4.2. The Seller will supply the ordered quantity of Goods to the Buyer on the day(s) specified in the purchase agreement or on any other day mutually agreed upon in writing by the parties. Timely delivery of the Goods is essential. If the Seller fails to deliver the Goods on the delivery date, the Buyer may immediately terminate the purchase agreement by providing written notice to the Seller, and the Seller shall be liable to compensate the Buyer for any losses, claims, damages, and reasonable expenses incurred due to the non-delivery of the Goods to the Buyer on the delivery date.

4.3. The Seller shall inform the Buyer of the shipment once the Goods are delivered to the commercial carrier. The Seller shall provide the Buyer with all necessary documents for the transfer of the Goods to the Buyer immediately after handing over the Goods to the carrier. The purchase agreement number must be included on all shipping documents, waybills, air waybills/bills of lading, invoices, correspondence, and any other documents related to this agreement.

4.4. The Goods must be packaged to ensure their delivery in an undamaged condition. The Goods must be marked in accordance with all applicable laws, standards, and regulations. The Seller shall provide prior written notice to the Buyer if it requires the return of any packaging materials. Any return of packaging materials shall be at the Seller's expense.

4.5. Ownership of the Goods passes to the Buyer upon delivery of the Goods to the place of delivery and the Buyer's acceptance of the Goods. The Seller bears the responsibility for all risks of loss or damage to the Goods until the moment of delivery of the Goods to the place of delivery. The Seller is liable for any delivery delays caused by the carrier.

4.6. If the Goods delivered by the Seller do not comply with the purchase agreement, whether due to not meeting the agreed-upon quality, quantity, or specified standard, or not being suitable for the required purposes, the Buyer has the right to reject such Goods if done so within a reasonable time from the delivery and inspection of the Goods and to purchase the Goods elsewhere and claim reimbursement of incurred expenses, without prejudice to any other rights of the Buyer.

4.7. Acceptance of any part of the Goods does not obligate the Buyer to accept future shipments of non-conforming Goods, nor does it waive the Buyer's right to return non-conforming Goods. The Buyer may decide whether to terminate the contract, request a refund, or request the Seller to repair or replace such Goods without any additional charges and performed promptly. The Seller is responsible for all additional costs incurred by the Buyer in returning the rejected Goods.

4.8. Payment of any amount (whether in dispute or not) by the Buyer to the Seller does not constitute the Buyer's obligation to accept the delivered Goods or to assume any responsibility or commitment to make remaining payments. The Buyer may deduct the following amounts (plus any applicable turnover tax) from the amounts due or payable:

any and all debts and money due to the Buyer from the Seller arising from the purchase agreement or in connection with it; and
all expenses that the Buyer had to pay, incurred, or suffered, and which are required to be reimbursed by the Seller to the Buyer.

5. NON-CONFORMING GOODS

5.1. The Buyer has the right to inspect the entire or a sample of the Goods on the day of delivery or after it. The Buyer may, at its sole discretion, reject the whole or any part of the Goods if it finds them in non-compliance with the specified parameters or defective. If the Buyer rejects any part of the Goods, the Buyer may, through written notice to the Seller: (a) accept the Goods at a reasonably reduced price; or (b) reject the Goods and request their replacement. If the Buyer requests a replacement of the Goods, the Seller shall promptly replace the non-compliant Goods at its own expense and reimburse the Buyer for all related costs, including but not limited to shipping charges for the return of the defective Goods and delivery of the replacement Goods. If the Seller fails to timely deliver the replacement goods, the Buyer may replace them with goods from a third party, charge the Seller for the cost of such goods, and terminate the purchase agreement due to delay. Any inspection or other action by the Buyer under this agreement shall not alter or otherwise affect the Seller's obligations arising from the purchase agreement. After the corrective actions are taken, the Buyer has the right to conduct further inspections.

5.2. If the Seller finds the Goods non-compliant before or after their dispatch to the Buyer, the Seller shall promptly notify the Buyer of such non-compliance, and the Buyer shall subsequently assess the non-compliance of the Goods and determine the appropriate course of action.

6. PENALTIES

In case of delay in delivering the Goods to the Buyer, the Seller shall pay a penalty of 50 EUR for each day of delay. The agreement and payment of the contractual penalty do not relieve the Seller of the obligation to compensate the Buyer for any damage caused by a breach of the obligation secured by the contractual penalty, nor do they relieve the Seller of any obligations arising from this agreement.

7. FORCE MAJEURE

The Buyer shall not be liable to the Seller for any delay or failure to fulfill its obligations under the purchase agreement if such delay or failure is caused by events or circumstances that are beyond the reasonable control of the Buyer, without the fault or negligence of the Buyer, and which the Buyer could not have reasonably foreseen, or if they were foreseeable but unavoidable. Such events include, but are not limited to, force majeure or acts of public enemy, government restrictions, floods, fires, earthquakes, explosions, epidemics, wars, invasions, hostilities, terrorist acts, riots, strikes, embargoes, or industrial shutdowns.

8. CONTRACT TERMINATION

8.1. The Buyer has the right to withdraw from the purchase agreement under the following conditions:

If the Seller delivers the Goods with a delay of more than 30 days, or
The delivered Goods are defective, and the Seller does not rectify these defects within 30 days from the date of receiving the Buyer's request for the rectification of the Goods' defects. The Buyer's request can be sent to the Seller by email or in writing by post.

8.2. Notice of withdrawal from the contract may be sent to the Seller by email or by post, at the sole discretion of the Buyer.

9. APPLICABLE LAW AND JURISDICTION

9.1. The interpretation, implementation, and execution of the purchase agreement shall be governed by the laws of the Czech Republic.

9.2. The parties will attempt to settle all disputes amicably.

9.3. The courts of the Czech Republic shall have exclusive jurisdiction to decide any dispute that arises between the parties concerning the implementation and interpretation of this Agreement or any other dispute in connection with this Agreement. If, according to Czech law, the district court is competent, the Municipal Court of Prague 1 shall have jurisdiction over any dispute related to this Agreement. If, according to Czech law, the regional court is competent, the City Court in Prague shall have jurisdiction in connection with this Agreement.

10. CONFIDENTIALITY

10.1. Each party undertakes that under no circumstances will it disclose any confidential information regarding the purchase agreement, business, affairs, customers, clients, or suppliers of the other party or any member of the group of companies to which the other party belongs.

10.2. If personal data is shared between the parties, the party receiving the data must comply with the applicable data protection laws.

10.3. Neither party shall use any confidential information concerning the other party for any purpose other than fulfilling its obligations arising from the purchase agreement.

11. FINAL PROVISIONS

11.1. The Buyer is entitled to unilaterally amend the Terms. The Seller will be informed of such changes by email. If the Seller does not agree with the modification, they have the right to withdraw from the purchase agreement within 14 days from the delivery of the notification of changes.

11.2. The Seller agrees to indemnify and release the Buyer from any and all liabilities, costs, losses, or expenses, including reasonable legal fees, incurred or suffered by the Buyer as a result of or in connection with the breach of any obligations of the Seller arising from this agreement.

11.3. All notices to be given under this agreement must be made in writing and shall be deemed delivered if sent by certified or registered mail or by personal delivery to the addresses of the parties specified in the purchase agreement. If any party designates a different address for the delivery of such notices to the other party or if the Terms or purchase agreement provide for a different method of delivery of notices, such notices shall be delivered accordingly. If the Terms or purchase agreement specify email as the method of delivering notices, an email notification will be sent to the email addresses provided in the purchase agreement.

11.4. The Seller shall not transfer its rights or obligations without the prior written consent of the Buyer. Any unauthorized transfer is invalid. The Buyer may assign its rights to another person without the prior written consent of the Seller.

11.5. No amendment or modification of the purchase agreement shall be binding on the Buyer unless expressly agreed in writing between the Seller and the Buyer.

11.6. If any provision or partial provision of the purchase agreement is invalid or becomes unlawful or unenforceable, it shall be deemed amended to the minimum extent necessary to make it valid, lawful, and enforceable. If such amendment is not possible, the relevant provision or partial provision shall be deemed deleted. Any modification or deletion of a provision or part of a provision under this paragraph shall not affect the validity and enforceability of the remaining part of the purchase agreement.

11.7. If any provision or partial provision of the purchase agreement is invalid or becomes unlawful or unenforceable, it shall be deemed amended to the minimum extent necessary to make it valid, lawful, and enforceable. If such amendment is not possible, the relevant provision or partial provision shall be deemed deleted. Any modification or deletion of a provision or part of a provision under this paragraph shall not affect the validity and enforceability of the remaining part of the purchase agreement.

Prague, Czech Republic, July 15, 2019