General Terms and Conditions

General Terms and Conditions valid from 1.8. 2022.

1 Definition

1.1 Terms and Conditions

The Terms and Conditions describe the normal business cooperation between the Buyer and the Seller and set out the binding rules for relations between the Buyer and the Seller in connection with the sale of goods and the provision of services by the Seller to the Buyer. The Terms and Conditions are also binding for relations under other contracts that expressly provide for this.

All matters not covered by these Terms and Conditions shall be governed by the relevant provisions of the Civil Code. The Terms and Conditions are published on the Seller's website (www.alef.com).

The Seller is entitled to amend the Terms and Conditions from time to time. The Seller shall notify the Buyer of the amendment of the Terms and Conditions by publishing the amended version on its website. The amended Terms and Conditions shall become effective on the fifteenth day after their publication. The Buyer is obliged to familiarize himself with the amended version of the Terms and Conditions.

1.2 Subcontract

Any confirmation of receipt of goods or services in the form of a delivery note, handover protocol, delivery note, invoice, shall constitute confirmation of the conclusion of an individual partial contract based on the Buyer's order, within the meaning of these Terms and Conditions. The Seller shall be entitled to refuse an order for goods or services made by the Buyer..

1.3 Contact address of the Seller

Offices and warehouse (establishment):

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

- 225 090 XXX

• ending three digits to the Primary Contact - (see point Contact the Seller)
• trailing triplet 111 connector
• ending three-digit number 112 fax

Warehouse:

- K Hrušovu 292/4, 102 00 Praha 10.

1.4 Working hours of the Seller

1.5 Contact to the Seller

The Buyer is assigned a Primary Contact - an employee of the Seller's sales department. The name, telephone number and e-mail address of the Primary Contact are also listed on the Seller's B2B portal (www.alef.com). The role of the Primary Contact is to deal with the Buyer's requests in all areas of trade between the Buyer and the Seller. The Primary Contact will be selected taking into account the Buyer's focus so as to deal with frequent requests with the maximum possible knowledge in the area. In specific situations, the Buyer has the option to contact the financial department (credit controlling) or the logistics department of the Seller. The Buyer is entitled to request a change of Primary Contact. In order to continuously improve the conditions for customers, telephone calls may be recorded.

1.6 Partner prizes

Partner prices are the current prices for the Buyer. These prices correspond to the current purchasing conditions, the Seller's stock situation and the extent of the Seller's business cooperation with the Buyer. The Seller reserves the right to change the partner prices. The partner prices stated in the Buyer's orders, which have been confirmed by the Seller, are binding.

1.7 Financial conditions

1.7.1 Payment

The date of payment means the date of crediting the Buyer's payment to the Seller's account.

1.7.2 Credit limit

The credit limit determines the maximum amount of the Buyer's outstanding obligations with the Seller. The credit limit is set by the Seller based on an assessment of the Buyer's creditworthiness. The credit limit may only be granted to a Buyer who has a valid Business Cooperation Agreement.

Drawdown of the credit limit means the creation and duration of a specific obligation of the Buyer to the Seller on account of the purchase of goods or services or an obligation arising from the contractual terms and conditions or the Terms and Conditions.

The free part of the credit limit (available credit limit) is the value of the credit limit less any drawdowns.

Drawdown means:

• the value of all outstanding invoices issued
• the value of all orders in the distribution process

1.7.3 Securing the Seller's receivables from the Buyer

The Seller shall be entitled to require the securing of the credit limit provided or of a specific business case with common security instruments so as to minimize the risks arising from the Buyer's possible insolvency. The usual instruments used by the Seller are:

• assignment of the Buyer's claim for an evidently creditworthy entity to the Seller
• a security promissory note issued by a natural person or an apparently creditworthy entity
• insurance of claims

The creditworthiness of the entity is assessed by the Seller. In order to assess the creditworthiness of the entity, the Seller requires the delivery of the company's financial results for the last closed fiscal year (financial statements or audited financial statements) and at the end of the last completed month (balance sheet and profit and loss statement). The Seller hereby reserves the right to use these statements for communication with the insurance company with which it has arranged claims insurance.

1.7.4 Maturity

The standard due date for invoices issued is:

• in case of unallocated credit limit - advance payment
• in case of credit limit allocation - after conclusion of the subcontract, the invoice is due 14 days after delivery

At the Buyer's request, the Seller may adjust the maturity date taking into account the Buyer's creditworthiness, payment morality and the volume of mutual trade.

1.7.5 Extension of maturity

At the Buyer's request, a one-off extension of the payment period may be agreed for an individual business case or a payment schedule may be agreed. In the event of a positive decision, the interest for the extended payment period shall be invoiced at the same time as the goods/service at the pre-agreed amount. The extension of the due date must be agreed before the invoice is issued. Once the invoice has been issued, the due date can no longer be changed.

1.7.6 Dealing by the Buyer

In the event of payment of the invoice by the Buyer after the due date, the Seller is entitled to charge interest on late payment and the Buyer is obliged to pay the interest on late payment. Unless otherwise agreed in writing between the Seller and the Buyer, the default interest shall be 0.05% of the amount due for each calendar day of delay. The invoice for interest on late payment shall be issued monthly in arrears if at least one invoice has been paid late in the previous month. Failure to issue an invoice for default interest shall not prevent the Seller from claiming default interest through the courts.

1.8 Order forms

1.8.1 Order

Goods or services can be ordered:

• in person/by telephone to the Primary Contact. In case of personal/telephone ordering, the order must also be delivered by one of the following methods.
• via the Seller's B2B portal (www.alef.com). The Seller reserves the right to apply special discounts to orders placed from the website or to offer goods and services that are unavailable with other forms of ordering.
• by e-mail to the e-mail address of the Primary Contact according to the information published on the Seller's website or to cz-sales@alef.com
• by fax to +420 225 090 112
• by post to the Seller's office address (see Seller's contact address)

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

• business name or name and surname of the Buyer
• Buyer's order reference number
• the date of issue of the order
• contact person and e-mail contact of the Buyer
• desired delivery location
• the desired method of delivery (partial or complete delivery) and the delivery address
• ordered goods with individual product codes and numbers of pieces
• the chosen service conditions, if agreed beyond the warranty service
• for orders by which the Buyer orders only service support, it is specified what type of service is required and a list of service items including their serial numbers
• for orders by which the Buyer orders other services, it is specified what type of service it is, where the service will be performed and the date of the required completion

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

Where a contract is drawn up for services supplied by way of project, goods, service support or other services, the terms and conditions of such contract shall govern the supply.

1.8.2 Complete order

Based on the Buyer's request, the order can be defined as complete. In this case, the goods are shipped only after all items of the order have been secured in the required quantity. Otherwise, individual items are shipped on a rolling basis according to availability.

1.8.3 Backlog - goods in transit

Backlog summarizes information about the expected delivery dates of the goods ordered by the Buyer. The Seller may, on request, periodically send this information to the Buyer in the form of a data file by e-mail.

1.9 Documents

1.9.1 Delivery note

The Seller shall issue a delivery note for each delivery of the Goods, which shall be sent together with the Goods to the Buyer. The delivery note shall state the quantity, type of goods delivered, type and length of warranty and serial number, if registered for the item. The delivery note is always sent together with the goods. It is also available on the Seller's B2B portal.

1.9.2 Proof of service support availability

The Seller shall issue for each delivery of service support services a confirmation of their availability, in which 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, recording and subsequent execution of individual service requests, is indicated. Confirmation of the availability of service support is sent to the Buyer together with the invoice.

1.9.3 Acceptance protocol

The Seller shall issue an acceptance report for each delivery of services, except for service support services, by which the Buyer shall confirm the date of completion of the services and the quality of the services performed. Based on the signed acceptance protocol, an invoice for the services will be issued to the Buyer; if the Buyer refuses to sign the acceptance protocol without a valid reason, the Seller is entitled 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, reference to the Buyer's order and the name of the Primary Contact in the header. The body of the invoice shall contain an itemized and priced list of the goods or services purchased. Invoices shall be delivered to the Buyer electronically by email. The Buyer also has the option to download the invoice in electronic form from the Seller's B2B portal.

1.9.5 Corrective tax document

A corrective tax document is issued to the Buyer in the event that the Seller's delivery of goods or services was defective or incomplete (see section Returns).

A corrective tax document shall also be issued in the event of an additional price correction if the invoiced price is higher than the price stated on the agreed order, provided that the conditions agreed in advance in writing by both parties are met.

The Buyer is obliged to return the copy of the corrected tax document to the Seller with the signature and date of receipt. Such confirmed document is subsequently required for VAT purposes.

2 Information

2.1 B2B portal - Seller's web server

The ALEF B2B portal (available at www.alef.com) provides on its website mainly:

• In the section Customer - basic information, delivery addresses, contact persons of the Buyer
• In the Catalogue section - access to the basket and the possibility of quick order. Export menu allows sending price list to e-mail.
• In the section Orders and Offers - an overview of orders, deliveries, invoices, payments and undelivered goods.
• In the section Complaints - tracking the status of individual complaints
• In the Documents section - the ability to download all documents such as invoices, delivery notes, corrective tax documents individually or in bulk.
• In the Basket section - current status of the basket for ordering and the possibility of ordering
• In the Contacts section - contact information for the webmaster in case of problems with the B2B portal

By granting access to the B2B portal, each document (invoice, tax correction document, etc.) becomes available to the Buyer and the Buyer can check the status of the document delivered to him.

2.2 Buyer's access to the B2B portal

The Buyer has the option to use the B2B portal for electronic ordering of goods and services from the Seller. Secure access to the B2B Portal shall be provided to the agreed responsible persons of the Buyer by the Primary Contact, who shall provide them with the name and initial password to the B2B Portal, which the Buyer shall immediately thereafter change to his own password. The Buyer is responsible for ensuring that these persons are authorised to order or enquire about business between the Buyer and the Seller using the B2B Portal.

2.3 Telephone information

All information regarding the goods or services, their prices, availability, delivery times, status of complaints and other information relating to the mutual business relationship between the Seller and the Buyer can also be obtained by contacting the relevant trader - the Seller's Primary Person.

2.4 Advertising messages

The Seller is entitled to send advertising messages to the Buyer, including via e-mail. Advertising disseminated in this way shall not be considered as dissemination of unsolicited advertising or advertising that leads to expenses of the Buyer or harasses the Buyer, within the meaning of Section 2 (1) (c) of Act No. 40/1995 Coll., as amended. Pursuant to Section 7(2) of Act No. 480/2004 Coll., on Certain Information Society Services, as amended, the Buyer agrees to the use of his/her electronic contact for the purpose of disseminating the Seller's commercial communications.

2.5 Information about the Buyer

Information about the Buyer and the Buyer's responsible employees are listed on the Seller's B2B portal in the Customer - Basic Information section. The Buyer is obliged to maintain this information so that it always corresponds to reality. The Buyer is obliged to inform the Seller of material changes, even if they are not listed in the above-mentioned section of the B2B portal.

2.6 E-mail contact

In the event that the Buyer does not use the B2B portal for business contact with the Seller, the Buyer is obliged to provide the Primary Contact with the email address to which the documents will be automatically sent by the Seller and the Buyer is obliged to report any change of this address immediately.

3 Procedure for purchasing 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 to the maximum extent possible to meet the Buyer's requirements. In justified cases, the Seller is entitled to charge a fee for the preparation of the offer. The fee must be agreed in advance by the Buyer.

3.2 Order

3.2.1 Order

By one of the procedures defined in the Order Form, the Buyer orders the goods from the Seller. If the order does not exceed the minimum size for free processing, the Seller charges the Buyer the amount of 130 CZK for logistics services.

3.2.2 Order processing

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

3.2.3 Order cancellation

In the event that the Buyer is forced to cancel an order with the Seller, he must do so by fax, mail or e-mail. In this case, the Seller shall have the right to require the Buyer to pay a penalty of 30% of the financial volume of the order in the event that the cancellation occurs later than 10 days before the collection of the goods confirmed on the order.

3.3 Delivery of Goods

Unless the Buyer agrees otherwise with his Primary Contact, the goods may be delivered in multiple partial deliveries according to the availability of the individual items of the order in the Seller's stock. As a standard, the Buyer ensures delivery of goods only within the territory of the Czech Republic, outside this territory only by special agreement.

3.3.1 Delivery by carrier

Standard Delivery - The goods are delivered by the carrier by 18:00 on the second working day after dispatch from the Seller's warehouse to the delivery address specified by the Buyer on the order.

Express Shipping / Delivery on the day of order - Goods are delivered by the carrier within 5 hours of ordering, provided that all items in the order are available in the Seller's warehouse and the order is placed in the Seller's ordering system between 8:00 am and 3:00 pm. This type of shipping can only be used in the city where the Seller is located (Prague). The service is for a fee, the amount of which will be communicated to the Buyer individually by the Primary Contact.

Delivery to the end user - the goods are delivered by the carrier from the Seller's warehouse directly to the end user's address, according to the Buyer's specification in the order. The goods are delivered with a delivery note. This reduces the time of delivery to the end user and simplifies the handling of the goods. This service can be combined with the types of transport offered.

Personal collection - you can also use personal collection to pick up the goods. Requests for personal collection must be communicated in advance with the Primary Contact.

The Buyer's order must include a specification of one 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 a credit limit sufficient for the dispatch of the delivery and in the case where the invoices are more than 7 calendar days overdue.

3.3.3 Acceptance of delivery

The buyer is obliged to check the condition of the delivery.

Upon receipt of the delivery delivered by the carrier, the Buyer is obliged to check the information on the waybill. If the data does not correspond to the fact, the original packaging of the goods is damaged or the original Seller's adhesive tape on the packaging is broken, the Buyer is obliged to note this fact on the carrier's waybill or reject the delivery as a whole.

The buyer is obliged to subsequently check the contents of the consignment according to the enclosed delivery note. The carrier's driver is obliged to assist the Buyer in taking over the consignment according to the Seller's delivery note. If the contents of the consignment do not correspond to the delivery note, the Buyer is obliged to indicate on the delivery note or its attachment the differences from the delivery note and have this fact confirmed by the carrier. If the carrier refuses to do so, the Buyer is obliged to reject the delivery as a whole.

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

In the event that the delivery of the goods is provided by the Seller through a carrier, the ownership of the goods is acquired by the Buyer upon receipt of the goods from the Seller by the first carrier, in the event of receipt of the goods at the Seller's warehouse, the ownership of the goods is acquired by the Buyer upon receipt of the goods at the Seller's warehouse. In case of delivery of the goods by the carrier, the risk of damage to the goods shall pass to the Buyer at the time when the goods are delivered to the Buyer, in case of receipt of the goods at the Seller's warehouse, the risk of damage to the goods shall pass at the moment of receipt of the goods from the Seller.

3.5 Export restrictions

The Buyer is obliged to comply with any export restrictions under Czech law and European Union regulations, if they apply to the delivered goods..

For Cisco Systems products, Buyer shall also comply with the Cisco Systems Inc. regulations published at www.cisco.com.

3.6 Returning goods

If the delivered goods and the terms of delivery do not correspond to the order, the Buyer is entitled to send the goods back undamaged and complete so that they can be accepted at the Seller's warehouse within 10 working days of delivery to the Seller.

The Seller shall 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 time limit, are returned damaged or unpacked, the Seller has the right not to accept them or to charge the costs incurred. This does not apply if the goods have already been delivered to the Buyer damaged or unpacked.

In the event of a return of goods that do not meet the above conditions, the Buyer must have such return approved in advance by the Primary Contact prior to shipment.

4 Procedure for purchasing services

4.1 Types of services

The Seller offers the Buyer the following services:

• service support type
• type of technical solution design, installation, implementation, equipment burnout, 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 shall prepare an individual offer to the maximum extent possible to meet the Buyer's requirements, in particular with regard to the required repair or intervention times, the availability of services, the term of delivery of services or the complexity of the required services and technologies to which the services relate. The offer is generally limited in time.

4.3 Order

4.3.1 Order

By one of the procedures defined in the Order Form, the Buyer orders the offered service from the Seller.

4.3.2 Order processing

Processing of the order will take place within a time limit individually agreed between the Buyer and the Seller.

4.3.3 Order cancellation

If the Buyer is forced to cancel the order with the Seller, he must do so by mail or e-mail. In this case, the Seller shall be entitled to a penalty of 30% of the financial amount of the order if the cancellation occurs later than 15 working days before the service confirmed on the order.

4.4 Service Delivery

Service delivery is based on the type of service being purchased. Service support is deemed to be delivered by making service support available to the Buyer - i.e. by activating service support in the Seller's Servicedesk application or on the website of the supplier of the serviced hardware or software so that the Buyer can enter individual requests for service support into these systems for the agreed service period. Other types of services shall be deemed delivered upon the Buyer's signing of the acceptance protocol; if the Buyer refuses to sign the acceptance protocol without good cause, the services shall be deemed delivered.

5 Payment transactions

5.1 Payment for goods and services

5.1.1 Payment in advance

Payment in advance is made by bank transfer on the basis of order confirmation and applies to Buyers who do not have a credit limit or their credit limit is currently exhausted. The order confirmation is sent electronically to the Buyer's e-mail address. The goods are reserved for the Buyer and after the appropriate amount is credited 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 working day after the date of receipt of the order confirmation. Failure to meet this deadline will result in automatic cancellation of the reservation.

5.1.2 Payment upon delivery of goods or services

If the Buyer has a credit limit assigned to the Seller, the Buyer shall be issued an invoice with the due date upon shipment of goods or delivery of services.

5.2 Payment of the corrective tax voucher

Payment of the corrective tax document is normally made by offsetting it against outstanding invoices. The offsetting is done only by the Seller. A credit may also be made by way of a payment in which the amount of the invoice(s) is reduced by the amount of the correcting tax invoice. In this case, the Buyer is obliged to email the payment schedule to the Finance Department (cz-finance@alef.com) no later than the day of the transfer of funds. Payment of the tax adjustment voucher is possible when there are no outstanding invoices on the Buyer's balance and further when the total amount of open tax adjustment vouchers exceeds the total amount of outstanding invoices and at the same time none of the invoices are overdue. In this case, only the difference between the sum of the corrective tax vouchers and the invoices shall be reimbursed to the Buyer. Reimbursement of the corrective tax voucher shall not be made automatically, but upon written or e-mail request from the Buyer to the Finance Department (cz-finance@alef.com). The request must include the Buyer's identification (company name and ID number), the number of the corrected tax document, the bank account number and the bank code.

6 Claims

Only goods purchased directly from the Seller can be claimed. In any case, the complaint does not apply to software, unless the third party - the executor of the property rights to such software does not provide otherwise.

6.1 Types of complaints

- Request for return of goods

- Erroneously delivered goodsí

- Claims for defective goods

• Guarantee
• after warranty
• claims for goods with purchased service support services

6.2 Claims

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

6.3 Handing over the claimed goods

The Buyer is obliged to deliver the claimed goods to the Seller's address. The Buyer shall bear the costs of delivery of the claimed goods to the Seller in case the claim is not justified.

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

If the claimed goods are not delivered within 10 working days from the date of approval of the claim by the Seller, the Seller reserves the right to terminate the claim.

The goods must be delivered in the original packaging if required by the manufacturer, or in packaging that ensures the safe transport of the goods, including all accessories. Packaging must be properly marked with the RMA (Returned Materials Authorization) number assigned by the manufacturer. If the claim is for defective goods, a copy of the purchase documents (invoice and delivery note) must also be supplied. In the event that the shipment does not contain the above mentioned elements, it will be sent back at the Buyer's expense. If the claimed equipment contains additional modules, extensions, etc., the Seller shall not be liable for any 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. In no case does the warranty apply to software.

6.5 Claims for goods under warranty

Claims for goods under warranty are settled by replacement or a corrective tax document. Replaced goods are sent back to the Buyer at the Seller's expense. The Seller is the owner of the claimed goods after the issuance of the corrective tax document.

6.6 Repair of goods after warranty

Post-warranty claims are made for a fee. The buyer will be informed in writing of the estimated cost of repair/replacement, and by accepting this price, the buyer agrees to pay the invoice for the repair of the goods up to the estimated cost. The Seller reserves the right to refuse a request for repair after the expiry of the warranty period.

6.7 Claims for goods with purchased service support services

Complaints about goods with purchased service support services are resolved by replacing the goods within the time limits according to the type of service support purchased. In the event of a delay in the replacement of goods compared to the time limits applicable to the purchased service support, which was caused by the manufacturer, the Seller shall not be liable for this delay.