General Terms and Conditions of LABARA s.r.o. effective from Nov 1, 2023

ID No. (IČ): 255 55 308, Registered Office: Velká Bíteš - Jindřichov 33, Postcode 595 01

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BUSINESS TERMS AND CONDITIONS OF LABARA S.R.O.

1. Scope and Validity of the Business Terms and Conditions

1.1 These General Terms and Conditions (hereinafter "GTC") govern the mutual contractual relations regarding the delivery of goods from the product range of LABARA s.r.o., ID: 255 55 308, with its registered office at Jindřichov 33, 595 01 Velká Bíteš (hereinafter "Seller") to third parties (hereinafter "Buyer") arising on the basis of a concluded framework purchase agreement or a separate purchase agreement (hereinafter also "Contract"). 1.2 Individual provisions of concluded Contracts shall take precedence over these GTC for agreed business cases between the Seller and the Buyer. By concluding a Contract referring to these GTC, both the Seller and the Buyer consider them an integral part of the Contract. For a Framework Purchase Agreement referring to these GTC, which sets terms or specific limits for partial contracts negotiated on its basis (hereinafter "Framework Agreement"), the Seller and Buyer consider these GTC an integral part of not only the Framework Agreement but also individual performance contracts, unless otherwise agreed. 1.3 Legal relations arising from the Contract concluded between the Seller and the Buyer not regulated by the Contract or these GTC shall be governed by Czech law.

2. Formation of the Purchase Agreement

2.1 In connection with the conclusion of the Framework Agreement, the Buyer (entrepreneur) shall submit documents regarding its legal personality and authorization to conduct business (legal entity: copy of the Commercial Register extract; natural person: trade license or other business authorization, ID card), as well as a VAT registration certificate, and is aware of the obligation to keep this data updated. 2.2 Individual purchase or performance contracts negotiated in connection with the Framework Agreement are concluded based on Buyer's orders addressed to the Seller (via phone, email, e-shop, mail, or in person). The same applies to orders negotiated without a Framework Agreement. The Seller is not bound to deliver goods based on any action other than a mutually signed purchase agreement or a confirmed order. A price calculation provided by the Seller based on an inquiry is not an offer to conclude a contract, but only a basis for creating a purchase agreement/order, which must be confirmed by the Seller. Product presentations in the e-shop are informative, and the Seller is not obliged to conclude a contract. In case of an obvious technical error in the e-shop price, the Seller is not obliged to deliver for that error price, even if an automatic confirmation was sent. The Seller shall inform the Buyer of the error without delay and send a revised offer, considered a new proposal to be confirmed by the Buyer. Costs for remote communication are borne by the Buyer. 2.3 The Buyer's order should include:

• Identification data (name/company, residence/registered office, ID/VAT No.), delivery address, contact phone, and email.

• Precise specification of the type and quantity of goods.

• Method of delivery (personal pickup, COD, Seller's transport, Buyer's transport, etc.).

• Required delivery date.

• Order number, date, and signature with a legible name and position of the signatory. In the absence of the above data, the order may not be accepted by the Seller. 2.4 A valid Contract is concluded upon written acceptance of the order by the Seller. 2.5 If the Seller cannot fulfill the order in part or in full, the contract is concluded to the extent of the agreed part. The Seller must immediately contact the Buyer to agree on further steps for the unagreed part. 2.6 Within 24 hours of delivery of the order, the Buyer may notify the Seller of a change to the order. The Seller accepts this only if an invoice has not yet been issued or the goods have not been dispatched/handed over. Otherwise, the order is binding as per Art. 2.4.

3. Rights and Obligations of the Parties

3.1 The Seller's obligation is to deliver the ordered goods properly (in accordance with the accepted order) and on time at the agreed place of performance. The Buyer's obligation is to properly take over the goods, confirm this in writing, and pay the purchase price on time. 3.2 The Seller is not responsible if the data provided by the Buyer in the order does not correspond to the Buyer's actual requirements or needs.

4. Distribution, Handover, and Liability for Defects

4.1 The place of delivery is the Seller's registered office, unless otherwise stated. 4.2 Delivery occurs when the goods are handed over to the first carrier or when the Buyer takes over the goods (or is enabled to do so) at the agreed location. 4.3 The Seller reserves the right to deliver goods with a deviation of +/- 5% of the ordered quantity. Invoicing will correspond to the delivered quantity with a tolerance of measuring instruments of +/- 1%. Differences within this tolerance are not subject to quantity claims. 4.4 The Buyer is obliged to accept partial deliveries. If the Buyer refuses to accept properly delivered goods, they must pay the Seller all incurred costs. 4.5 If picking up in person, the Buyer confirms receipt on the delivery note (including name, signature, date, and stamp/ID number). 4.7 When using a carrier, the Buyer must check the packaging and quantity before signing. If damaged or incorrect, the Buyer must note this on the delivery note and file a damage report with the carrier, or refuse the shipment and inform the Seller within 3 working days. 4.8 The Buyer must inspect the goods immediately. Defects must be reported via email without delay, at the latest within 3 working days. Late claims for obvious defects will not be considered. 4.9 The Seller shall notify the Buyer within 30 days whether the claim is recognized. Recognized defects must be removed within 30 days of recognition. 4.10 The method of removing the defect (repair or replacement) is at the Seller's discretion.

5. Delivery Times

5.1 Unless agreed otherwise:

• a) Stock items: usually within 7 working days.

• b) Non-stock items: the Seller will inform the Buyer of the estimated date. If the Buyer does not object within 3 working days, they are deemed to agree. 5.2 The Seller may deliver before the agreed term but must inform the Buyer in advance. 5.3 The Seller may deliver in parts.

6. Purchase Price

6.1 The price is determined in the Seller's quote. 6.2 Prices are stated excluding VAT. The decisive price is the one in the contract or order confirmation. 6.3 Packaging costs are listed separately on the invoice. 6.4 If a discount is provided, it is valid only if the Buyer pays all obligations on time. Otherwise, the full price (including the discount amount) is due.

7. Invoicing and Payment Terms

7.1 Payment methods: a) Cash on pickup, b) Bank transfer (maturity 30 days unless stated otherwise), c) COD (Cash on Delivery), d) Direct debit. 7.2 Payment is considered made when credited to the Seller's account. 7.4 The Seller may request an advance payment. The delivery time is extended by the time taken to settle the pro-forma invoice. 7.7 Ownership passes to the Buyer only upon full payment of the purchase price. 7.8 Risk of damage passes upon handover to the Buyer or the first carrier.

8. Sanctions and Termination

8.1 Late payment interest: 0.1% of the due amount per day of delay. 8.2 The Seller may withdraw from the Contract if the Buyer is over 60 days late, in liquidation, or in insolvency. 8.3 The Seller may suspend further deliveries if the Buyer is in default. 8.4 If the Buyer fails to pick up goods within 30 days, a storage fee of 0.05% of the price per day applies from the 31st day. 8.5 Either party may cancel an order before performance by paying a cancellation fee (liquidated damages) of 50% of the price including VAT.

9. Return of Goods

9.1 Faultless goods in original packaging may only be returned/exchanged by agreement. Transport costs are borne by the Buyer. 9.2 Opened packages, special products, custom colors, and non-standard stock items cannot be returned.

10. Packaging

10.1 Standard packaging is used unless a special method is requested. 10.2 Goods must be protected from water and humidity. 10.3 The Seller only buys back packaging supplied by them. 10.5 The period for buying back packaging is max. 11 months from delivery. 10.6 Packaging must be returned undamaged and clean.

11. Special Provisions for Consumers

11.1 The Seller provides a 24-month quality guarantee to consumers. 11.2 Consumers have a statutory 14-day right of withdrawal for remote/off-premises contracts. If damaged by unfair trade practices, the period is 90 days. 11.3 Out-of-court settlement: The consumer may contact the Czech Trade Inspection (ČOI) at adr.coi.cz or the EU online platform at http://ec.europa.eu/consumers/odr/.

12. Final Provisions

12.1 The Seller may unilaterally change these GTC. Partners will be notified via www.labara.cz and email. Disagreement must be submitted in writing at least 10 days before the effective date. 12.8 Property disputes shall be submitted to the District Court in Třebíč. 12.9 These GTC become effective on November 1, 2023.