Business Terms and Conditions

These Business Terms and Conditions are valid from July 1, 2025.

The Seller is

ALEF NULA, a.s. identification number 618 58 579

or

ALEF Distribution CZ, s.r.o., identification number 257 39 981

1 Definitions

1.1 Business Terms and Conditions

The Business Terms and Conditions describe the normal business cooperation between the Buyer and the Seller and establish binding rules for the relationship between the Buyer and the Seller in relation to the sale of goods and the provision of services by the Seller to the Buyer. The Business Terms and Conditions are also binding for relationships arising from other contracts that expressly stipulate it.

All matters not regulated by these Business Terms and Conditions are governed by the relevant provisions of the Civil Code of the Czech Republic. The Business Terms and Conditions are published in their amended form on the Seller's website (www.alef.com).

The Seller has the right to modify the Business Terms and Conditions on an ongoing basis. The Seller will notify the Buyer of the modification of the Business Terms and Conditions by publishing the modified version on their website. The amended terms and conditions come into force on the fifteenth day following their publication. The Buyer is obliged to familiarize himself with the amended wording of the Business Terms and Conditions.

1.2 Contract of sale

Each confirmation of receipt of goods or services in the form of a confirmation of a delivery note, delivery protocol, waybill, invoice, means a confirmation of the conclusion of an individual partial contract based on the Buyer's order, within the meaning of these Business Terms and Conditions. The Seller has the right to reject the order for goods or services placed by the Buyer.

1.3 Contact address of the Seller

Offices and warehouse (business premises address):

- Pernerova 691/42, Karlín, 186 00 Prague 8

- tel. no. 225 090 111 switchboard operator

- tel. no. 225 090 XXX other lines to the Seller’s staff

Warehouse:

- K Hrušovu 292/4, 102 00 Prague 10.

1.4 Seller's working day

1.5 Primary contact to the Seller

The Buyer is assigned a primary contact: an employee of the Seller's sales department (hereinafter referred to as the ”primary contact“). The role of the primary contact is to resolve Buyer requirements in all areas of business between Buyer and Seller. The primary contact will be chosen taking into account the Buyer's approach to attending to frequent requests with the maximum possible knowledge in the matter. In specific situations, the Buyer has the option of contacting the Credit Control Department or the Filing Logistics Department. The Buyer has the right to request a change of primary contact. As part of the continuous improvement of customer conditions, phone calls between the Seller and the Buyer can be recorded.

1.6 Partner prices

Partner prices are the current prices for the Buyer. These prices correspond to the current conditions of purchase, the Seller's stock situation and the scope of commercial cooperation between the Seller and the Buyer. The Seller reserves the right to change the prices of the partners. Partner prices indicated in Buyer's orders that have been confirmed by the Seller are binding, unless there is a change in the number of duties or taxes or legislative changes affecting the price after the Seller's confirmation, in which case the Seller has the right to unilaterally increase the partners' prices accordingly even after they have been confirmed by the Seller.

1.7 Financial conditions

1.7.1. Date of reimbursement

Payment date means the date on which the Buyer's payment is credited to the Seller's account.

1.7.2 Credit limit

The credit limit determines the maximum amount of outstanding obligations between the Buyer and the Seller. The credit limit is set by the Seller on the basis of an assessment of the Buyer's creditworthiness. The credit limit can only be provided to a Buyer who has concluded a valid business cooperation agreement.

Having the credit limit means the occurrence and duration of a specific obligation of the Buyer to the Seller due to the purchase of goods or services or an obligation arising from the contractual terms or conditions.

The free portion of the credit limit (available credit limit) is the value of the reduced credit limit for all uses.

Drawing means:

• Value of all outstanding invoices issued
• The value of all orders in the business process

1.7.3 Guarantee of the Buyer's Seller's credits

The Seller has the right to demand the secured credit limit or a specific commercial transaction through common hedging instruments in order to minimize the risks arising from the possible insolvency of the Buyer. The common tools used by the Seller are:

• assignment of the Buyer's collection from an obviously solvent entity to the Seller
• promissory note of value approved by a natural person or an obviously solvent entity
• credit insurance

The solvency of the entity is evaluated by the Seller. To assess the solvency of the entity, the Seller requires the presentation of the company's financial results for the last closed tax period (financial statements or audited financial statements) and at the end of the last completed month (balance sheet and profit and loss account). The Seller reserves the right to use the statements to communicate with the insurance company with which he has taken out credit insurance.

1.7.4. Maturity

The standard maturity of the invoices issued is:

• In the case of an unallocated credit limit – Prepayment
• In the case of a credit limit, after the conclusion of a partial contract, the invoice must be paid 14 days from delivery

At the request of the Buyer, the Seller can adjust the maturity taking into account the Buyer's creditworthiness, payment discipline and mutual trading volume.

1.7.5. Extension of the maturity

At the request of the Buyer, a one-time extension of the maturity can occur for an individual business transaction, or a payment schedule can be agreed. If the resolution is positive, the interest on the extended maturity is invoiced at the same time as the goods/services for a pre-agreed amount. The extension of the maturity must be negotiated before the invoice is issued. Once the invoice has been issued, it is no longer possible to change the due date.

1.7.6 Buyer's default

In case the invoice is paid by the Buyer after its due date, the Seller is entitled to charge late payment interest, and the Buyer is obliged to pay late payment interest at the rate set by generally binding legislation. The Seller shall issue an invoice for the late payment interest. Failure to issue an invoice for late payment interest does not prevent the Seller from claiming late payment interest through the courts.

1.8 Order form

1.8.1 Order

Goods or services can be requested:

• in person/by phone with the primary contact. In the case of a personal/telephone order, the order must also be delivered in one of the following ways.
• by email to the email address of the primary contact according to the information published on the Seller's website or at the address cz-sales@alef.com
• by post to the address of the Seller's office (see point 1.3 Contact address of the Seller)

Orders issued in this way must contain the following basic information:

• Company name or name and surname of the Buyer
• Buyer's Order Reference Number
• Date of issue of the order
• Contact person and contact email of the Buyer
• Desired delivery location
• Desired delivery method (partial or full delivery) and delivery address
• Ordered goods with individual product codes and piece quantities
• Selected terms of service, if agreed beyond warranty service
• For orders where the Buyer only asks for service support, the type of service required and a list of service items, including their serial numbers, are indicated
• For orders through which the Buyer requests other services, it is indicated what type of service it is, where the service will be performed and the required completion date

If the Buyer has agreed with the Seller on a special discount, it must be indicated in the order along with the name of the employee who provided the discount. If the special discount is not indicated in the order, or it is found that it has not been provided, the Seller reserves the right to invoice the goods according to the current price list.

In the event that a contract is signed for services provided in the form of a project, delivery of goods, support service or other services, the supplies are governed by the Business Terms and Conditions specified in this contract.

1.8.2 Complete order

The Buyer is entitled to request delivery of the complete order only. In this case, the goods are only shipped after all items in the order have been secured in the required quantity. Otherwise, individual items are continuously shipped based on availability.

1.8.3 Backlog – goods in transit

The backlog summarizes the information about the expected delivery dates of the goods ordered by the Buyer. The Seller may, if requested, send this information to the Buyer on a regular basis in the form of a data file by email.

1.9 Documents

1.9.1. Delivery note

The Seller will issue a packing slip for each delivery of goods, which will be sent to the Buyer along with the goods. The delivery note will indicate the quantity, the type of goods supplied, the type and duration of the warranty, and the serial number, if registered for the item. The delivery note is always sent together with the goods.

1.9.2. Service support access confirmation

The Seller shall issue for each delivery of service support services a confirmation of their availability, specifying the type, duration and date of the service support made available to the Buyer in the application tools of the Seller and its subcontractors, intended for the receipt, registration and subsequent performance of individual service requests. The confirmation of the availability of service support is sent to the Buyer together with the invoice.

1.9.3 Acceptance protocol

The Seller will issue an acceptance protocol for each delivery of services, except for service support services, by which the Buyer will confirm the end date of the services, and the quality of the services performed. Based on the signed acceptance protocol, an invoice will be issued to the Buyer for the services; If the Buyer refuses to sign the acceptance protocol without a serious reason, the Seller has the right to issue an invoice for the services.

1.9.4 Invoice

An invoice is issued for goods and services ordered by the Buyer from the Seller, which contains all legal requirements, a reference to the Buyer's order, and the name of the primary contact in the header. The body of the invoice contains a detailed and valued list of goods or services purchased. Invoices are delivered to the Buyer electronically via email.

1.9.5 Corrective tax document

A corrective tax document is issued to the Buyer in the event that the Seller has made an erroneous delivery of goods or services, or if the delivery is defective or incomplete (see section 3.6 Return of goods).

A corrective tax document is also issued in the event of an additional price correction, if the invoiced price was higher than the price indicated in the approved order, provided that the conditions previously agreed in writing by both parties are met.

2 Information

2.1 Telephone information

All information about goods or services, their prices, availability, delivery times, status of claims, and other information related to the mutual business relationship between the Seller and the Buyer can also be obtained by contacting the relevant merchant, the Seller's primary contact.

 2.2 Email contact

The Buyer is obliged to provide the primary contact with the email address to which the Seller will automatically send the documents, and the Buyer is obliged to report any changes to this address without delay. The Seller must provide the Buyer to the Buyer's email address with the primary contact: an employee of the sales department (name, phone number and email address), and this information is considered to have been delivered after it has been sent to the Buyer.

2.3 Advertising messages

The Seller has the right to send advertising messages to the Buyer, including by email. Such disseminated advertising is, within the meaning of § 2 paragraph. (1) letter a) c) of Czech Law No. 40/1995 Coll., in its amended version, is not considered the dissemination of unsolicited advertising, or advertising that entails expenses for the Buyer or harasses the Buyer. Within the meaning of § 7 para. (2) of Czech Law No. 480/2004 Coll., on certain services of the information society, in its modified version, the Buyer accepts the use of his electronic contact for the purpose of disseminating the Seller's commercial communications.

3 Procedure for buying goods

3.1 Demand – supply

In the case of larger deliveries of goods and services in the form of a project, it is possible to prepare an individual offer that meets the Buyer's requirements to the maximum extent possible. In justified cases, the Seller is entitled to charge a fee for the preparation of the offer. The rate must be agreed in advance by the Buyer.

3.2 Order

3.2.1 Order

By means of one of the procedures defined in point 1.8 Order form, the Buyer requests the goods from the Seller. If the order does not exceed the minimum threshold for free processing, the Seller charges the Buyer the amount of 5€ (or equivalent) for logistics services.

3.2.2 Order processing

Orders placed in the Seller's order system on a business day before 12:00 are processed on the same day, orders received later are processed the next business day.

3.2.3 Cancelling an order

In the event that the Buyer is forced to cancel a confirmed order, he must do so in writing. In this case, the Seller has the right to refuse the cancellation or to demand the payment of a contractual penalty of the financial volume of the order, depending on the price excluding VAT. The Seller's right to compensation for damages is not affected.

3.3 Delivery of goods

Unless otherwise agreed between the Buyer and its primary contact, the goods can be delivered divided into multiple sub-deliveries depending on the availability of individual items in the order in the Seller's warehouse. As a standard, the Seller ensures the delivery of goods only within the territory of the Czech Republic, outside this territory only on the basis of a special agreement.

3.3.1. Delivery via carrier

Standard shipping: The carrier delivers the goods before 18:00 on the second business day after shipment from the Seller's warehouse to the delivery address specified by the Buyer in the order.

Express Shipping/Delivery on the Day of Order Placement – The goods are delivered by the carrier within 5 hours of the order, provided that all items in the order are available in the Seller's warehouse and the order is placed in the Seller's order system from 8:00 a.m. to 3:00 p.m. This type of transport can only be used in the city where the Seller has its registered office (Prague). The service is subject to a fee, the amount of which will be communicated to the Buyer individually by the primary contact.

Transport to the end user (Buyer’s customer) - the goods are delivered by the carrier from the Seller's warehouse directly to the end user's address, according to the Buyer's specifications in the order.  The goods are delivered with a delivery note. This will shorten the delivery time of the goods to the end user and simplify the handling of the goods.  This service can be combined with the means of transport offered. The Buyer authorizes the end-user's representative to confirm receipt of delivery of the goods by signing the delivery note. Confirmation of receipt of delivery of goods by the end user is considered confirmation of receipt of delivery of goods by Buyer. The Buyer undertakes not to oppose any subsequent discrepancy in the delivery of the goods, if the end user confirms the correctness and completeness of the delivery of the goods with his signature.

Personal pickup: Personal pickup can also be used to pick up goods. A request for personal collection must be communicated in advance to the primary contact.

The Buyer's order must include a specification of any of the above delivery methods.

3.3.2. Suspension of supply

The Seller reserves the right to suspend the delivery of goods to the Buyer who does not have the available credit limit sufficient for the shipment of the given delivery and in the event that the invoices are due for more than 7 calendar days.

3.3.3. Acceptance of delivery

The Buyer is obliged to check the status of the delivery.

Once the delivery delivered by the carrier has been received, the Buyer is obliged to check the details provided on the waybill. If the data does not match reality, the original packaging of the goods is damaged, or the Seller's original adhesive tape on the packaging is damaged, the Buyer is obliged to indicate this in the carrier's waybill note or refuse delivery as a whole.

The Buyer is also obliged to check the material content of the shipment according to the attached delivery note. The carrier driver is obliged to help accept the shipment in accordance with the Seller's delivery note at the Buyer's request. If the content of the consignment does not correspond to the delivery note, the Buyer is obliged to indicate the differences with respect to the delivery note on the consignment note or in its annex and have this fact confirmed by the carrier. If the carrier refuses, the Buyer is obliged to refuse delivery in its entirety.

3.4 Acquisition of ownership of the goods and risk of damage to the goods

In the event that the delivery of the goods is arranged by the Seller through a carrier, the Buyer acquires the right of ownership of the goods upon receipt of the goods from the Seller by the first carrier, in the case of receipt of the goods at the Seller's warehouse, the Buyer acquires the right of ownership of the goods upon receipt of the goods at the Seller's warehouse. In the case of delivery of goods through a carrier, the risk of damage to the goods passes to the Buyer at the time the goods are delivered to the Buyer, in the case of receipt of the goods at the Seller's warehouse, the risk of damage to the goods passes to the Buyer at the time of receipt of the goods from the Seller.

3.5 Export restrictions

The Buyer is obliged to comply with export restrictions in accordance with the law of the Czech Republic and the regulations of the European Union or export restrictions required by the manufacturer, if applicable to the delivered goods.

3.6 Return of goods

If the delivered goods and the delivery conditions do not correspond to the order, the Buyer has the right to return the goods undamaged and complete to be received at the Seller's warehouse within 10 working days of their delivery to the Seller.

The Seller will issue a corrective tax document for the returned goods within 10 working days from the date of receipt of the goods.

If the goods are not returned within the deadline, are returned damaged or unpacked, the Seller has the right not to accept them or to charge the expenses incurred. This does not apply if the goods have already been delivered to the Buyer damaged or unpacked.

In the case of returning goods that do not comply with the above conditions, the Buyer must have this return previously agreed by the primary contact before shipment.

4 Procedure for the purchase of services

4.1 Types of services

The Seller offers the following services to the Buyer:

• Service Support
• Types of technical solution design, installation, implementation, equipment burn-in, project management, consulting, etc.

The Seller provides an overview of the services provided and the conditions for their provision on its website www.alef.com

4.2 Offer

When purchasing services, the Seller must prepare an individual offer to the maximum extent possible that meets the Buyer's requirements, in particular with regard to the required repair or intervention time, the time of availability of the services, the delivery date of the services or the complexity of the required services and technologies to which the services refer. The offer is usually limited in time.

4.3 Order

4.3.1 Order

By means of one of the procedures defined in clause 1.8 Order form, the Buyer requests the service offered from the Seller.

4.3.2 Order processing

The order will be processed within the period individually agreed between the Buyer and the Seller.

4.3.3 Cancelling an order

In the event that the Buyer is forced to cancel a confirmed order, he must do so in writing. In this case, the Seller has the right to refuse the cancellation or to demand the payment of a contractual penalty of the financial volume of the order, depending on the price excluding VAT. The Seller's right to compensation for damages is not affected.

4.4 Provision of the service

The service is delivered according to the type of service purchased. The support service is considered to have been provided by making the support service available to the Buyer, i.e. by activating the support service in the Seller's Servicedesk application or on the website of the provider of the hardware or software serviced so that the Buyer can enter individual support service requests in these systems during the period of validity of the agreed service. Other types of services are considered to have been delivered after the signing of the acceptance protocol by the Buyer; If the Buyer refuses to sign the acceptance protocol without a serious reason, the services are considered delivered.

5 Payments

5.1 Payment for goods and services

5.1.1. Prepayment

Prepayment is made via bank transfer based on a proforma invoice and applies to Buyers who have not been assigned a credit limit or their credit limit is currently exhausted. The proforma invoice is sent in electronic format to the Buyer's email address. The goods are reserved for the Buyer and after paying the appropriate amount to the Seller's account, they are ready for delivery according to their stock availability. Payment must be credited to the Seller's account no later than the fifth business day from the date of receipt of the proforma invoice. If this deadline is not met, the reservation of the goods will be automatically canceled. After the delivery of the goods, the Seller will issue a tax document to the Buyer.

5.1.2. Payment after delivery of goods or services

If the Buyer has been assigned a credit limit with the Seller, an invoice is issued to the Seller with the due date on which the goods are shipped or the services are delivered.

5.1.3 Termination of services or use of software for non-payment

In the event that the Buyer is in arrears with the payment of the price of the services and/or the price of the software (and/or the license related to the software), the Seller is entitled to terminate the provision of the services and/or to prevent the Buyer from using the software without any compensation.

5.2 Payment of the corrective tax document

The payment of a corrective tax document is usually made by offsetting against unpaid invoices. The credit is only made by the Seller. The payment can also be made in the form of payment, in which the amount of the invoice(s) is reduced by the amount of the corrective tax document. In this case, the Buyer is obliged to send an email to the Finance Department (cz-finance@alef.com) a breakdown of the payment no later than the day of the money transfer. Payment of a corrective tax document is possible if there are no overdue invoices in the Buyer's balance and also when the total sum of the open corrective tax documents exceeds the total amount of unpaid invoices and none of them are overdue. In this case, only the difference between the sum of the corrective tax documents and the invoices will be refunded to the Buyer. The payment of a corrective tax document is not made automatically, but on the basis of a written request or email from the Buyer to the Finance Department (cz-finance@alef.com). The application must contain the identification of the Buyer (company name and ID card), corrective tax document number, bank account number and bank code.

6 Complaints

Only goods purchased directly from the Seller can be claimed. The claim does not apply to the software in any case, unless a third party, the executor of the economic (proprietary) rights in such software, stipulates otherwise.

6.1 Types of complaints

• Request for return of goods
• Incorrectly delivered goods
• Complaint about defective goods
  • o Under warranty
  • o Out of warranty
  • o Complaint regarding goods with purchased support services

6.2 Complaints

The Buyer has the right to register the claim in the Seller's Servicedesk application (available on the www.alef.com website). The Buyer is not automatically entitled to a positive resolution of the claim; each registered claim will be evaluated by the Seller on a case-by-case basis.

6.3 Delivery of Claimed Goods

The Buyer is obliged to deliver the claimed goods to the Seller's address. The costs of delivery of the goods claimed to the Seller will be borne by the Buyer if the claim is not justified.

In the event of a claim about goods for which service support has been purchased, the goods are shipped to the manufacturer's address according to the instructions of the Seller's responsible employee.

In the event that the claimed goods are not delivered within 10 working days from the date of approval of the claim request by the Seller, the Seller reserves the right to cancel the claim.

The goods must be delivered in their original packaging, if required by the manufacturer, or in packaging that guarantees the safe transport of the goods, including all accessories. The packaging must be duly marked with the RMA (Returned Materials Authorization) number assigned by the manufacturer. If it is a claim for defective goods, a copy of the purchase documents (invoice and delivery note) must be provided. If the shipment does not contain the above requirements, it will be returned at the expense of the Buyer. In the event that the claimed device contains additional modules, extensions, etc., the Seller is not responsible for the possible loss of these additional devices.

6.4 Warranty period

Unless otherwise stated on the delivery note, the standard warranty period for goods sold by the Seller is 6 months. The warranty period is calculated from the date of delivery of the goods. The warranty does not apply in any way to the software.

6.5 Warranty goods claims

Claims on goods under guarantee are resolved by means of an exchange or corrective tax document. The exchanged goods are returned to the Buyer at the Seller's expense. The owner of the claimed goods is the Seller after the issuance of a corrective tax document.

6.6 Repair of out-of-warranty goods

Post-warranty claims are made for a fee. The Buyer will be informed in writing about the expected price of the repair/replacement, accepting this price undertakes to pay the invoice for the repair of the goods up to the amount of the expected price. The Seller reserves the right to refuse the request for repair of the goods after the end of the warranty period.

6.7 Claims on goods with purchased support services

Claims for goods with support services purchased are resolved by replacing the goods within the time limits specified in the type of support service purchased. In the event of a delay in the replacement of the goods in relation to the deadlines applicable to the purchased support service caused by the manufacturer, the Seller will not be liable for such delay.

7. Anti-Corruption Policy

7.1 General anti-corruption rules

The Buyer shall adhere to the highest standards of integrity and transparency and must comply with all applicable anti-corruption and anti-bribery laws and regulations. Specifically, the Buyer shall:

• Prohibit and actively prevent all forms of bribery, corruption, and money laundering during its business activities.
• Refrain from offering, giving, requesting, or accepting any direct or indirect bribes, facilitation payments, or other improper benefits intended to influence business decisions or gain an unfair advantage.
• Maintain accurate and complete financial records, ensuring that all transactions are properly documented in accordance with applicable accounting laws, principles, and regulations.
• Conduct business honestly and ethically, establishing open, transparent relationships with business partners and actively promoting a zero-tolerance approach to corruption in any form.
• Immediately report any request or demand for a bribe, gift, or other unauthorized benefit made by the Seller’s employee, representative, or any individual acting on the Seller’s behalf to compliance@alef.com.

7.2 Cisco anti-corruption rules

If the Buyer purchases goods or services from Cisco, they are required to comply with the anti-corruption rules published at Cisco Global Anti-Corruption Policy for Partners