Article 1

General arrangements

1. These General Terms and Conditions of Automotive Group SK, sro, IČ: 35 884 789, registered office: Niklova 56, Sered, ZIP 926 01, Slovak Republic, registered in the Commercial Register maintained by the Trnava District Court, Section: Sro, File No. 17507/T, (hereinafter referred to as “Buyer”), for the supply of goods and services (hereinafter “goods”) necessary for the manufacture of products from the Buyer’s portfolio, are governed by contractual relations between Buyer and other persons supplying goods and services to Buyer (hereinafter referred to as “Seller” ).

2. The General Terms and Conditions (hereinafter referred to as the “General Terms and Conditions” or “GTC”) shall be deemed to be all the terms and conditions set forth in this document, as well as all terms and conditions set forth in the following documents. expressly set forth in these General Terms and Conditions or other agreement of the parties. Part of the GBT are mainly the Buyer’s Quality Management System, the Buyer’s Fee Schedule and all documents and specifications that were sent to the Seller upon delivery of the Buyer’s invitation to submit a quotation by the Seller and based on which the Seller determined the price of the goods.

3. All communications between the Parties shall be in electronic form, unless otherwise agreed.

Article 2

Order, conclusion of Purchase Contract

1. The Buyer proceeds with the request for delivery of goods by executing a request; by submitting price quote to the Seller.

2. In response to Buyer’s request, the Seller shall send the Buyer a quotation for the requested goods. The Seller acknowledges that the Buyer is entitled to address more Sellers in when the Buyer decides to select the most suitable offer in the tender. The Seller’s quotation shall take into account all Buyer’s requests sent to the Seller within the framework of the Seller’s invitation to submit a quotation, in particular the sent documentation and specification of the goods, or specification according to the sample on the basis of which the goods will be produced. The Seller’s omission will be disregarded and the subsequent price change is not possible without the Buyer’s consent.

3. Based on the selection of the quotation, the Buyer shall send the Seller an order, which is concurrently a draft Purchase Contract.

4. Contractual relationship – Purchase contract, or The Framework Purchase Agreement shall enter into effect at the moment of the unconditional confirmation of the order by the Seller (hereinafter referred to as the “Purchase Agreement”). If the Seller attaches their counterproposal to the Purchase Agreement, the contractual relationship arises only at the moment of approval of the counterproposals of the Seller by the Buyer.

5. Confirmation of the order by electronic form (email) between the contracting parties is means that the Seller has become familiar with these General Terms and Conditions and expresses their agreement with their contents, at which time these General Terms and Conditions become an integral part of the Purchase Agreement.

6. The Buyer is entitled to cancel or change the order until the Seller confirms the order, and the Seller is not entitled to any reimbursement of costs incurred in connection with the cancellation of the order by the Buyer.

7. If the order is not confirmed by the Seller and the Seller delivers the ordered goods to the Buyer, the Buyer is entitled to refuse to accept the goods. If the Buyer accepts the goods, the Purchase Agreement shall be deemed concluded at the moment of acceptance of the goods by the Buyer, at which time the Seller agrees with the contents of these General Terms and Conditions.

Article 3

Subject of the Purchase Agreement

1. By concluding the Purchase Contract, the Seller commits to deliver the goods to the Buyer in the quantity, type, quality, design, price and terms agreed in the Purchase Agreement and in accordance with these General Terms and Conditions and to transfer the ownership right to the Buyer.

2. By concluding the Purchase Contract, the Buyer to commits to accept the ordered, duly and timely delivered goods from the Seller and to pay the Seller the purchase price for the delivered goods.

3. The subject of the Purchase Agreement is the Seller’s obligation to deliver the goods to the Buyer one-time (hereinafter referred to as the “One-Time Purchase Agreement”), or the Seller’s obligation to repeating or long-term delivery. The individual partial deliveries of the Seller are made on the basis of one-off orders of the Buyer within the scope of the concluded Framework Purchase Agreement (confirmation of the partial order is concluded Purchase Agreement regarding partial performance).

Article 4

Property rights and risk of damage to the goods

1. The Buyer reserves the right to the goods at the moment of taking over the goods from the Seller at the Buyer’s plant (registered office), unless otherwise agreed in the Purchase Agreement.

2. The risk of damage to the goods passes to the Buyer upon receipt of the goods from the Seller at the plant (registered office) Buyer, unless otherwise agreed in the Purchase Agreement.

3. Acceptance of the goods will be done by signing a written acceptance protocol by the Buyer (or by signing the delivery note).

4. In the event that the Buyer and the Seller agree to deliver the material by the Buyer, if such material is to be incorporated in any way specified by the Buyer in accordance with the Purchase Agreement, the material remains the property of the Buyer for the entire duration of the Purchase Agreement. The Seller shall be liable for any loss or damage to the material provided by the Buyer occurring while the material is in the possession of the Seller. In addition to the damage, the Seller is also liable for the Buyer’s lost profit in this respect. The Seller is obliged to inform the Buyer immediately about any damage or wear of the material provided by the Buyer.

Article 5

Price and payment terms

1. The Seller commits to deliver the goods to the Buyer at the price specified in the Purchase Agreement. This price is final and unchangeable. The Seller is not entitled to change or update the price in any way.

2. The price of goods includes all other costs of the Seller such as. turnover tax rate, customs duty, fees, insurance, packing, storage, handling costs, etc., unless otherwise stated below. The purchase price is determined by the Seller without value added tax, the tax document will be charged to the agreed purchase price the appropriate rate of value added tax according to valid legal regulations.

3. Unless otherwise agreed in a particular case, the cost of transporting the goods shall not form part of the purchase price for the goods. In the case of transportation provided by the Seller, the cost of transporting the goods to the Buyer will be charged separately.

4. The Buyer commits to pay the Seller the purchase price for the goods by bank transfer to the account stated on the Seller’s invoice, which the Seller is entitled to issue based on the volume of the goods actually delivered immediately after the handover of the goods to the Buyer. Unless otherwise specified, the invoice is due within 30 days of its issue. Payment shall be deemed to have been made on the day the amount is debited from the Buyer’s bank account.

5. Invoices issued by the Seller as tax and accounting documents must contain the relevant legal requirements and the number of the Purchase Agreement. The Seller is obliged to attach to each invoice a copy of the delivery note or other document confirmed by the Buyer serving as the basis for invoicing. In the event that the invoice does not contain such requirements and annexes, the Buyer is entitled to return the invoice to the Seller for repair or completion. Upon delivery of the corrected or supplemented invoice, the Buyer shall start to run a new 30-day or otherwise agreed maturity period.

6. If the Buyer receives information about the facts indicating that the right of third parties has been exercised against the delivered goods, the Buyer is entitled to suspend the payment of the price for the goods or refuse to accept the delivery of the goods until the Seller has a reasonable guarantee. The period of payment of the relevant invoice of the Seller shall be extended by the period of suspension of payment of the price for the goods.

7. The Buyer reserves the right to set off the Seller’s claim for payment of the price of the goods against the Buyer’s claims or not to make a payment for the goods not delivered in accordance with the Purchase Agreement.

Article 6

Delivery, receipt and dispatch of goods

1. The Seller commits to deliver the goods to the Buyer within the terms agreed in the Purchase Agreement and in accordance with these General Terms and Conditions. Unless stated otherwise, the delivery period is 3 weeks, and starts to count down date of conclusion of the Purchase Contract.

2. In the event that the goods under the General Purchase Agreement are to be delivered within a certain time limit, the Buyer shall determine the time of delivery within that period. However, if the Seller delivers the goods prior to this deadline, the Buyer is entitled to refuse to accept the goods.

3. The Seller shall deliver the goods to the place specified in the Purchase Agreement. Unless the place of delivery is specified in the Purchase Agreement, the place of delivery of the goods is the address of the Seller’s registered office (plant). The method of delivery of the goods may be stated in the Purchase Contract only by reference to Incoterms 2000 with the relevant clause.

4. Delivery of the goods is carried out by taking over the goods by the Buyer on the basis of a written protocol.

5. The Seller or the carrier designated by the Seller is obliged to hand over to the Buyer the documents necessary for taking over and using the goods corresponding to the nature and purpose of the goods, as well as all other documents stipulated in the Purchase Contract. The handover of documents is carried out upon delivery of the goods, unless otherwise specified in the Purchase Contract.

6. Unless agreed otherwise in a particular case, the Seller shall ensure that each delivery of goods is accompanied by a delivery note containing the number of the Purchase Agreement, the number and description of each item, the quantity, price per unit and total price for the goods actually delivered. The Buyer reserves the right to return the delivery of goods at the Seller’s expense if the delivery note does not contain the required info Buyer, unless otherwise agreed in the Purchase Agreement.

7. The Seller shall notify the Buyer of the delivery of the goods no later than 3 working days before the delivery of the goods, or prior to sending it.

Article 7

Quantity, quality, design and packaging of goods

1. The Seller is obliged to deliver the goods in the quantity, type, quality and design specified in the Purchase Contract. If the quality or method of execution is not determined in the Purchase Contract, the Seller shall deliver the goods in a quality and design suitable for the purpose specified in the Purchase Contract or if this purpose is not specified in the Purchase Contract, for the purpose for which such goods generally used.

2. The Seller declares that the goods meet the Buyer’s quality requirements and the requirements of the applicable standards and regulations, in particular the requirements specified in ISO 9001, the Buyer’s Supply and Services Quality Management System, in documents received by the Buyer Specifications established by the sample (hereinafter referred to as “Quality Management System”).

3. The Seller declares that they have become acquainted with the Quality Management System and agrees without counterproposals. The quality management system is considered to be an integral part of the Buyer’s General Terms and Conditions (and thus also an integral part of the Purchase Agreement), unless otherwise specified in a particular case. The provisions of the Quality Management System shall take precedence over the provisions of the Buyer’s General Terms and Conditions, unless otherwise specified in a particular case.

4. If the goods are to be delivered according to the sample or template, the Seller shall deliver the goods with the characteristics of the sample or template submitted by the Buyer to the Seller or the Seller to the Buyer. If there is a discrepancy between the determination of the quality or the execution of the goods according to this sample or template and the determination of the goods described in the Purchase Agreement, the determination on the basis of the sample is decisive. If there is no contradiction in those determinations, the goods shall have the characteristics of both of those determinations.

5. The Buyer reserves the right to specify the construction, material design, specification and design of the goods, even after the conclusion of the Purchase Agreement to such an extent that such changes will not conflict with the Purchase Agreement.

6. The Buyer is entitled to change the scope of the order (quantity of ordered goods) at any time, if the change does not exceed +/- 20% of the quantity originally stated in the Purchase Agreement. A change to the order to the extent stated is considered justified by the Buyer to change the Purchase Agreement, with which the Seller agrees without reservation.

7. The Seller is not entitled to make any changes in the specification and execution of the goods without the Buyer’s consent.

8. If the Purchase Contract does not specify how the goods are to be packed or provided for transport, the Seller shall arrange, pack and mark the goods for transport in the usual way for such goods or, if this method cannot be determined, in the way necessary for preservation and protection of goods.

Article 8

Liability for defects, quality guarantee

1. The Seller is liable for all defects that the goods have at the time of handover to the Buyer and for defects that occur during the warranty period. The Seller shall also be liable for defects of the goods that arose after its delivery if these were caused by a breach of the Seller’s obligations.

2. The warranty period is referring to the provisions of the Commercial Code

3. Failure to observe the parameters of the goods specified in the Purchase Agreement shall entitle the Buyer not to take over the goods or to claim liability for defects of the goods and to claim damages. In the case of delivery of a greater quantity of goods than the quantity stated in the Purchase Agreement, the Buyer is entitled to return the excess quantity to the Seller at the Seller’s expense.

4. The Buyer shall inspect the goods as soon as they are delivered with due care, and shall notify the Seller of such discovered (obvious) defects electronically (by email) within 3 working days of the inspection of the goods.

If the goods are obviously damaged (have damaged packaging or show undoubted signs of damage or destruction), the Buyer is entitled to refuse to take over the goods and send it back to the Seller at the expense of the Seller. In such case, the goods shall be deemed not to have been delivered by the Seller.

Hidden defects will be notified to the Seller in writing within the warranty period.

5. The Seller agrees to notify the Seller of their opinion on the defects claimed no later than 3 working days from the date of notification of the Buyer, otherwise the Seller considers the claim submitted by the Buyer to be justified.

6. Unless stipulated otherwise, the Seller is obliged to remove all defects claimed by the Buyer free of charge by replacing the defective goods with the defective goods within 7 working days from the delivery of the Buyer’s notice. The Seller is obliged to remedy the defects that could cause damage to the Buyer by 3 business days after redemption by the Buyer.

7. In case of hidden defects, the Seller shall repair the defective goods or exchange them for flawless goods. If such repair or replacement of defective goods is not possible, the Buyer is entitled to a discount on the price of the goods (equal to the purchase price of defective goods), or the Buyer is entitled to withdraw from the Purchase Contract.

8. In the event of the Seller’s delay in delivering the goods, the Buyer is entitled to charge the Seller a contractual penalty amounting to 0.1% of the purchase price of the goods for each day of delay, or refuse to accept the goods and withdraw from the Purchase Contract. In this case, the Buyer reserves the right to procure goods from another supplier, and the Seller is obliged to pay all related costs of the Buyer.

9. If the Seller is in delay with performance under the General Purchase Agreement, the Buyer is entitled to cancel the remaining parts of the delivery of goods that have not been delivered by the Seller. However, if the parts of the delivery of the goods that have been partially fulfilled are not of practical relevance to the Buyer, the Buyer is entitled to withdraw from the Framework Purchase Agreement as a whole.

10. In the event of a breach of the Seller’s obligations under the Purchase Agreement, the Buyer shall be entitled to require the Seller to pay fees related in particular to the complaint procedure or other activities of the Buyer as a result of the Seller’s delay. The fees are set out in the Buyer’s Price List and represent a quantification of the Buyer’s costs associated with the performance of the complaint procedure (eg costs for manual sorting of goods, expert assessment of the quality of goods, etc.).

11. The Seller’s claim for defects in the goods or the payment of the contractual penalty or the fees according to the Tariff of Fees shall have no effect on the Buyer’s claim for compensation of the actual damage caused.

Article 9

Product Liability

1. The Seller agrees to protect the Buyer from claims of third parties and to indemnify it and its suppliers, employees, agents or customers in the event of any claim resulting in economic loss, damage, destruction or damage to property, litigation costs (including legal representation costs), health or death resulting from the delivery of defective goods or the use of defective manufacturing processes by the Seller.

2. The Seller further agrees to protect the interests of the Buyer and to provide the Buyer with the necessary cooperation, including ensuring the possible participation in dispute proceedings concerning alleged defects of goods or production processes of the Seller.

3. The Seller agrees to issue a corresponding product liability insurance contract for the duration of the Purchase Contract. At the Buyer’s request, the Seller shall submit a copy of the insurance certificate.

Article 10

Force majeure

1. The contracting parties shall not be liable for any failure to fulfill obligations arising from the concluded Purchase Contract if such failure or delay was caused by an obstacle which occurred independently of the will of the contracting party and prevented it from fulfilling its obligation if it cannot or cannot reasonably be assumed that the liable party could avert or overcome this obstacle or its consequences, and further that it could not reasonably have foreseen this obstacle at the time the obligation arose (the “Force Majeure”).

2. Liability for the fulfillment of an obligation shall not preclude an obstacle which arose only at the time when the liable party was in default in its performance or arose from its economic circumstances.

3. Force majeure for the purposes of this Treaty, while fulfilling the conditions set out in paragraphs 1 and 2 above, shall include, in particular, cases such as natural disasters, fires, earthquakes, landslides, floods or other atmospheric disturbances and phenomena of a large extent , war, civil unrest and strikes, decisions or normative acts of public authorities, regulation, restrictions, prohibitions or other interventions of the state, state administration or self-government, etc. For the avoidance of doubt, the Parties agree that strikes, lockouts or other industrial restrictions or disputes related solely to the Seller or its subcontractors are not considered to be Force Majeure.

4. A Party that has breached, breaches or anticipates that it will breach its obligation under the Purchase Agreement due to the occurrence of Force Majeure, shall promptly notify such breach or Force Majeure and the expected time its duration to the other Party and make every effort to avert such an event, minimize its consequences and eliminate them.

5. In the event of force majeure occurring for more than 30 days, either party is entitled to withdraw from the Purchase Agreement.

Article 11

Intellectual property law

1. The Buyer retains all intellectual property rights including, but not limited to, design rights, trademarks, trade names, copyrights, patents, know-how, etc., where such rights remain throughout the term of the Purchase Agreement its termination by the exclusive property of the Buyer.

2. The Seller retains all intellectual property rights including, but not limited to, design rights, trademarks, trade names, copyrights, patents, know-how, etc., where such rights remain exclusive throughout the term of the Purchase Agreement property of the Seller. This does not affect the Buyer’s right to incorporate the goods delivered by the Seller into the production of products from the Buyer’s portfolio.

3. The Parties are entitled to use all the rights of the other Party for the agreed purposes only and may not reproduce or provide them to third parties without the prior consent of the other Party.

Article 12

Quality and control

1. The Seller agrees to strictly adhere to the Buyer’s Quality Management System.

2. The Buyer is entitled to audit and control the production site and goods and adhere to the Quality Management System at the Seller and its subcontractors. In this context, the Seller is obliged to allow the Buyer to access the production site, inspect the goods, inventory, materials, production machines and other equipment related to the Seller’s processes and provide the Buyer with all documentation related to the Quality Management System. Failure to perform the audit and control by the Buyer does not relieve the Seller of responsibility for the fulfillment of the obligations set by the Quality Management System.

Article 13

Duration of the contract

1. The Purchase Contract is concluded for the period specified in the Purchase Contract and ends:

 by agreement of the Parties,

 withdrawal from the Purchase Contract,

 termination of the Framework Purchase Agreement,

 by paying a severance payment of 20% of the price of the goods to be delivered under the Purchase Agreement.

2. The Buyer is entitled to withdraw from the Purchase Agreement in case of a material breach of the Purchase Agreement by the Seller. In particular, the Seller is considered to be a material breach of contract if:

 the defects found were not remedied by the Seller within 7 working days of the Buyer’s notification,

 The Seller is in delay with delivery of goods longer than 7 working days from the date of the set delivery date,

 The seller has not complied with the provisions on liability for defects and warranty,

 Seller does not comply with Buyer’s Quality Management System,

 insolvency proceedings have been opened against the Seller or bankruptcy has been declared against its property.

3. The Buyer is entitled to terminate unilaterally, without giving a reason, electronically (by e-mail) the Framework Purchase Agreement for a partial performance not yet ordered by the Buyer, the notice period being 7 working days starting on the first working day following the day on has been delivered to the Seller.

4. The Buyer is entitled to terminate the Purchase Contract by a unilateral notice made electronically (by e-mail) to the Seller’s hands at the same time as paying the severance pay. The notification shall also include information that an amount corresponding to 20% of the purchase price specified in the purchase contract has been sent to the Seller’s bank account. Upon delivery of the notice, the Purchase Agreement terminates and the Seller is not obliged to deliver the goods under the Purchase Agreement. The notice of termination of the Purchase Agreement cannot be made if the Buyer has already been notified under Article 6, paragraph 7 of these GBTC that the goods will be delivered (this does not apply if the Seller intends to deliver the goods early and Buyer is entitled to refuse such performance in accordance with of these GTC).

5. In the event of termination of the Purchase Agreement, the Seller agrees to provide the Buyer with all possible cooperation connected with the fact that further deliveries of goods will be provided through another Seller. In this context, the Seller is also obliged to provide the Buyer with all information that can reasonably and fairly be required of the Seller, including the description and accurate identification of the goods and the production materials, machinery and equipment in the Seller’s processes used.

6. Upon termination of the contractual relationship between the Seller and the Buyer, the claims of the entitled party for damages or contractual penalties incurred during the duration of the contractual relationship or whose nature implies that they continue or run even after the contractual relationship expires shall not expire.

Article 14

Choice of law, dispute resolution

1. Legal relationship, or the rights and obligations of the parties arising from or related to the Purchase Agreement, as well as the rights and obligations not expressly regulated by the Purchase Agreement, are governed exclusively by the legal order of the Slovak Republic.

2. If any dispute arises between the Contracting Parties in relation to the Purchase Contract, its application or its interpretation, the Contracting Parties shall exclaim their best effort to resolve such a dispute by conciliation. In the event that such a solution is not possible, the matter will be submitted to a court with jurisdiction in the Slovak Republic with its registered office in Bratislava.

3. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

Article 15

Other arrangements

1. The Seller and the Buyer expressly agree to keep confidential all documents, data, drawings or other information obtained in connection with the Purchase Contract of the other Contracting Party and not to treat them in any way detrimental to the interests of the other Contracting Party, even after the end of the contract.

2. The Seller authorizes the Buyer to use personal data to the extent permitted by applicable data protection laws, which is necessary for the execution of the Purchase Agreement and the provision of such personal data to the Buyer’s employees who participate in the performance of the Purchase Agreement.

3. If, at any time during the duration of the contractual relationship, the identification data of either Contracting Party changes, the Contracting Parties undertake to inform the other Contracting Party of such change without delay, but no later than 3 working days from the date of the change.

4. All documents under the Purchase Agreement and these General Terms and Conditions are available on the Buyer’s website at www.automotivegroupsk.sk or will be sent to the Seller electronically (by e-mail) upon receipt of the Buyer’s invitation to submit a quotation by the Seller. If the document is delivered electronically (by email), the document is deemed delivered on the date of its receipt by the other party, but no later than the second day after it is sent, regardless of whether or not the document is actually received there are also effects of delivery.

5. If these General Terms and Conditions, the Purchase Agreement, the Buyer’s Quality Management System or any other document prepared in addition to the Slovak version are in another language version or these documents are prepared in bilingual language, the Slovak language version shall always prevail.

6. The provisions of the Purchase Agreement take precedence over the provisions of these General Terms and Conditions.

Article 16

Final provisions

1. All rights and obligations arising from the concluded Purchase Agreement and these General Terms and Conditions shall pass to the legal successors of the contracting parties.

2. The Seller is entitled to assign or otherwise transfer the rights and obligations or parts thereof arising from the Purchase Agreement to a third party only with the prior consent of the Buyer.

3. In the event that some provisions of these General Terms and Conditions are deemed invalid, the validity of the remaining provisions of these General Terms and Conditions shall not be affected. The Buyer and the Seller shall replace the invalid provisions with such valid provisions that are in accordance with the law and correspond as much as possible to the legal and economic sense and purpose of the invalid provisions.

4. The Buyer is entitled to change these General Terms and Conditions, when the Seller has the opportunity to comment on changes to these General Terms and Conditions within 7 working days of their delivery. If the Seller fails to comment on changes to the General Terms and Conditions within the required period, it is deemed to agree to the changes.

5. These General Terms and Conditions shall supersede all prior oral or written statements or contractual arrangements between the Seller and the Buyer.

In Sereď on 14.10.2013

on behalf of Automotive Group SK, s.r.o.

Ing. Jozef Švenk, Managing Director

GDPR

“Dear candidates for services and products of our company, we would like to inform you that on May 25, 2018 EU regulation no. 2016/679 on the protection of personal data. In any kind of contact with our company, your personal data may be processed in accordance with the Data Protection Act, based on the legal title of contractual relationship, legal obligation, legitimate interest, or your consent. We have taken appropriate technical and organizational measures to protect your data adequately, taking into account the severity of your processing. No unauthorized person has access to your personal information that we have collected from you, and we will not pass it on to other entities without your consent, unless required by law or in the interests of protecting our legal interests.

When visiting our premises, we would like to inform you that the premises are monitored by a camera system to ensure the protection of our property. The purpose of the processing is justified by the interest of the company. The period for which the video is deleted is 21 days, the video is not provided to third parties and is not transferred to third countries.”

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