General Terms and Conditions for B2B

MAREK Industrial a.s.

Version: VOP-B2B-20260128
Publication date: 28 January 2026
Effective date: 28 January 2026

I. GENERAL PROVISIONS

These General Terms and Conditions (hereinafter referred to as the „GTC“) govern the mutual rights and obligations of the supplier and the customer arising in connection with the supply of products, goods and services by the supplier. These GTC include the Complaints Procedure.

These GTC apply exclusively to contracts concluded with customers acting as entrepreneurs within the meaning of Section 420 of Act No. 89/2012 Coll., the Civil Code of the Czech Republic, i.e. purchases made in the course of business activities or independent professional practice (B2B). Contracts concluded with consumers (B2C) are governed by the supplier's separate general terms and conditions for consumers.

Section 1 Definitions

For the purposes of these GTC, the following terms shall have the meanings set out below:

• Supplier: MAREK Industrial a.s., Company ID No.: 26928779, VAT ID: CZ26928779, with its registered office at Maříkova 2083/32, Řečkovice, 621 00 Brno, Czech Republic, registered in the Commercial Register maintained by the Regional Court in Brno, Section B, File No. 4155 (hereinafter referred to as „MAREK Industrial a.s.“ or the „Supplier“).
• Customer: a natural or legal person purchasing products or services from the Supplier in the course of its business activities or independent professional practice.
• Subject of Supply: products, goods or services according to the Customer's order accepted by the Supplier or pursuant to a concluded contract.
• Product/Goods: products manufactured by the Supplier or products supplied by third parties.
• Contractual relationship: an obligation relationship established in particular by a purchase contract or a contract for work. In the case of orders placed remotely, including via the Supplier's online store, the contractual relationship is established at the moment the Supplier accepts the order, unless expressly agreed otherwise.
• Written form: a hard copy document bearing a handwritten signature or electronic communication (in particular e-mail), unless these GTC expressly require a hard copy form.

Contractual relationships shall be governed by these GTC and by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code.

By placing an order after the effective date of these GTC, the Customer expresses its consent to the wording of these GTC effective at the time of ordering.

These GTC shall prevail over the customer's business terms and conditions. The customer's terms and conditions shall apply only if expressly approved by the Supplier in writing.

The GTC are available at the Supplier's re­gistered office and on the website www.marek.eu.

II. COMMERCIAL TERMS

Section 2 Supplier's re­gistered office

MAREK Industrial a.s.
Maříkova 2083/32
621 00 Brno-Řečkovice

Tel.: +420 541 420 811
E-mail: info@marek.eu

Business hours:
Monday to Thursday: 8:30 a.m. – 3:30 p.m.
Friday: 7:30 a.m. – 3:00 p.m.

Outside the above hours, orders and collections are possible only by prior mutual agreement and in exceptional cases. During public holidays, operations are usually limited.

Section 3 Method of ordering

An order constitutes a unilateral legal act of the Customer addressed to the Supplier.

Orders may be submitted in particular by e-mail, by post, in person or via the Supplier's on­line store.

In the case of orders placed via the online store, the presentation of goods on the Supplier's website is for informational purposes only and does not constitute an offer to conclude a contract. By submitting an order, the Customer makes an offer to conclude a contract. The purchase contract is concluded at the moment the Supplier delivers acceptance of the order to the Customer, typically by e-mail or confirmation in the user account.

The Supplier is not obliged to process orders placed by telephone or in person unless subsequently confirmed in writing.

Section 4 Order requirements

An order must contain in particular:

• an indication that it is an order, its number and date,
• the business name, Company ID and VAT ID of the Customer,
• contact person, telephone number and e-mail address,
• precise specification of the subject of supply (quantity, order number),
• requested delivery date,
• method of performance and collection/de­livery,
• other relevant information.

If the order does not contain some of the above requirements, the Supplier is entitled to proceed in accordance with these GTC or its standard internal procedures.

Section 5 Order confirmation, technical clarification, conclusion of contracts

Orders are assessed by employees of the Supplier's com­mercial and operations department. The Supplier reserves the right to refuse an order.

In the event of technical ambiguities, clarification is required. Where several versions of technical specifications exist, the following priority shall apply:

1. electronic form,
2. technical drawings,
3. written or oral specification,
4. other documents.

For repeat production, the Customer is obliged to state the number and version of the technical documentation.

Upon acceptance of the order, the Supplier assigns an order number and a contractual relationship is established.

An automatic confirmation of receipt of the order shall not be deemed acceptance of the order.

Orders with a value exceeding CZK 300,000 may be accepted on behalf of the Supplier only by managers of the commercial and operations department or authorised representatives.

In the case of a single delivery exceeding CZK 500,000 including VAT, or monthly deliveries exceeding CZK 500,000, the contractual relationship must be concluded in the form of a written contract in hard copy form.

Section 6 Delivery terms

The delivery period shall be binding only if expressly agreed as binding in the acceptance of the order or in the contract.

If obstacles preventing delivery arise, the Supplier shall inform the Customer thereof without undue delay.

The delivery period shall be extended by the duration of obstacles caused by force majeure. The Supplier shall not be liable for delay caused by force majeure; this shall not affect liability for damage caused intentionally or by gross negligence.

If the delivery period is agreed as binding and the delay exceeds 14 days, the Customer is entitled to grant a reasonable additional period and, after its futile expiry, to withdraw from the contract.

The Supplier is entitled to make partial deliveries.

Transport insurance shall be arranged by the Supplier only on the basis of a written agreement. If the nature of the goods requires insurance for their protection (fragile goods, etc.), the goods shall be insured automatically.

The Supplier is entitled to decide which order will be delivered in person and which will be sent via a carrier or postal service. The Supplier is entitled to postpone the delivery period (date) in cases where the Customer changes the technical specification of the subject of performance or is in delay with such specification or its technical clarification.

In the case of a relationship established by a written purchase contract (e.g. subject of performance priced above CZK 500,000), the delivery period shall commence at the earliest on the date of delivery of the duly signed purchase contract to the Supplier's re­gistered office, unless the contract provides otherwise.

Section 7 Price

The price shall be agreed according to the price list valid at the time of acceptance of the order or according to the Supplier's qu­otation. VAT at the statutory rate shall be added to the price, and transport costs to the Customer shall generally be charged separately.

The Supplier is entitled to change its price lists at any time. Changes shall be deemed notified by publication on the Supplier's website www.marek.eu. Such change shall not affect orders already accepted.

Section 8 Payment terms and invoicing

1. Payments for deliveries of goods and services shall be made as follows:
   
   1. in advance,
      
   2. in cash or cash on delivery,
      
   3. on the basis of an invoice.
2. Advance payment shall be made on the basis of a pro forma invoice issued by the Supplier. In all cases of advance payment, the Customer may collect the goods only after the full purchase price has been credited to the Supplier's account. After the taxable supply has been made, the Customer shall be issued a proper tax document (invoice). Only on the basis of a separate written agreement may the Supplier accept proof of payment in advance, such as an original bank statement showing the payment.
3. The maturity of invoices shall be no more than 30 days, unless agreed otherwise.
4. In the event of delay by the Customer, the Supplier is entitled to charge default interest of 0.03% per day of the outstanding amount and reimbursement of reasonably incurred costs associated with the recovery of the receivable.
5. If the Customer is in default with payment of an invoice for more than 7 calendar days, the Supplier is entitled to suspend any deliveries not yet carried out and to perform them only against advance payment or after provision of security acceptable to the Supplier.
6. Unless agreed otherwise, the Customer is obliged to make the first three payments for goods or services in cash or by advance payment.
7. Title to the goods shall pass to the Customer only upon full payment of the purchase price.

Any justified objections to an invoice may be raised only in writing and within the maturity period of the invoice. Unilaterally reducing invoice items without contractual agreement in writing is not permitted.

Payment shall be deemed made when the amount is credited to the Supplier's bank account, or when paid in cash into the Supplier's cash desk, or when the cash on delivery amount is paid to the carrier.

Section 9 Above-standard services

The Customer may request the Supplier's co­operation in the form of entering information, values, data, documents, items, etc., related to the delivery of the Supplier's pro­ducts/goods into the Customer's ERP system, or confirmation of original standard orders by stamp and signature.

The Customer acknowledges that these are above-standard services which are not an automatic part of the supply of products/services, that there is no legal entitlement to their provision, and that it depends solely on the Supplier's dis­cretion whether or not to comply with the Customer's request.

If the Supplier complies with the Customer's request to provide such above-standard services, it is entitled to charge the Customer a fee of CZK 50 excluding VAT for each individual item entered by the Supplier into the Customer's ERP system or for each physically confirmed original order.

The provision of certificates for the delivered goods may be charged according to the current price lists of the manufacturer or the Supplier.

The price for the above-standard services provided shall form part of the invoice for the delivered products/services. The above payment terms shall also apply to these cases.

Section 10 Credit limit

Customers with good payment discipline who repeatedly use the Supplier's services may be granted a so-called credit limit, i.e. a financial limit for the maximum permissible outstanding balance of the Customer. This credit limit determines the maximum permissible total of unpaid invoices issued by the Supplier to the Customer, regardless of their maturity, which does not yet lead to the suspension of deliveries of products/goods.

The credit limit is determined exclusively by the Supplier and may be changed by it. The amount of the credit limit usually corresponds to the maximum monthly volume of product/goods purchases.

Customers wishing to use the credit limit set by the Supplier and payment after delivery of the goods must conclude a contract with the Supplier governing payment terms and security of obligations. Such contract shall in particular specify the maturity of invoices and the amount of the Customer's cre­dit limit.

Section 11 Acceptance of goods, transport, storage fees

Acceptance of products/goods is possible only provided that the Customer has no overdue financial obligations towards the Supplier arising from previous deliveries, taking into account any granted credit limit.

Acceptance of products/goods and consent to the warranty conditions and complaints procedure shall be confirmed by the Customer by signing the delivery note or the handover protocol of the carrier.

The risk of damage to the products/goods shall pass to the Customer at the moment of their acceptance.

If the Customer requests delivery of products/goods to a place other than the Supplier's wa­rehouse, it shall be obliged to pay packaging, transport, handling and any other costs related to the transport. The goods shall generally be shipped via a carrier unless agreed otherwise.

Upon receipt of the consignment from the carrier, the Customer is obliged, in the presence of the carrier or its representative, to verify the condition and quantity of the delivered goods. In the event of loss or damage to the goods during transport, the Customer is obliged to draw up a damage/loss report with the carrier. The Customer shall inform the Supplier thereof in writing without undue delay, no later than within 3 days of receipt of the consignment, and send a copy of the report. In the case of hidden damage discovered after unpacking, the Customer shall inform the Supplier without undue delay after discovering such damage.

If the Customer fails to accept the products/goods for reasons on its side, it shall bear all costs associated with repeated delivery or storage of the goods.

If the Customer fails to collect the products/goods within the agreed time for reasons on its side, the Supplier is entitled to charge a storage fee of 0.02% of the price of the uncollected goods for each commenced calendar day, up to a maximum of 10% of the price of such goods.

The Supplier shall invite the Customer to collect the goods and shall grant it an additional period for collection of at least 14 calendar days.

The risk of damage to the goods and the commencement of the warranty period and periods for claiming defects shall be linked to the moment of acceptance of the goods by the Customer. If the goods are not accepted even within the additional period pursuant to the previous paragraph, and the Customer has been demonstrably invited to accept them, the goods shall be deemed accepted on the day of the futile expiry of such period.

After the futile expiry of the additional period, the Supplier is entitled to withdraw from the contract. This shall not affect the Supplier's right to reimbursement of reasonably incurred costs and payment of storage fees accrued up to the date of withdrawal from the contract.

Section 12 Return of goods

Goods purchased as a result of incorrect selection by the Customer in the order may be returned only with the Supplier's prior written consent. There is no legal entitlement to return the goods. The goods must be returned undamaged and in their original undamaged packaging, including all accessories, components and documentation.

Based on prior agreement with the Supplier, the Customer may return the goods in person at the Supplier's premises or via carriers. Goods sent carriage forward or cash on delivery shall not be accepted by the Supplier.

In the event of an agreement on a refund, the price of the goods shall be credited by the Supplier within 30 calendar days of receipt of the goods from the Customer.

In connection with the return of goods, the Supplier is entitled to charge the Customer a handling and cancellation fee amounting to 10% of the price excluding VAT, or up to 20% in the case of demonstrably increased costs on the Supplier's side. This fee shall be deducted from the refunded price.

Section 13 Retention of products/goods by the Supplier

If the Customer has unpaid financial obligations towards the Supplier past their due date, or unpaid invoices within their maturity period and invoicing of further goods would exceed the credit limit set, the Supplier shall suspend further deliveries of goods to the Customer until the obligations are settled or the credit limit is released. The Supplier shall inform the Customer of the suspension of deliveries by telephone or e-mail. Such suspension of deliveries shall not be deemed a delay on the part of the Supplier.

III. COMPLAINTS PROCEDURE

Section 14 Warranty for quality, liability for defects

The Supplier provides a warranty for quality for its products for a period of 6 months and for material defects for a period of 24 months from acceptance of the product by the Customer.

The Supplier warrants the quality of its work and performance of the subject of supply in accordance with the Customer's techni­cal specification stated in the accepted order or purchase contract, including the materials used and any surface treatments.

The Customer is entitled to claim the warranty only for products/goods which demonstrably show defects, are covered by a valid warranty and were demonstrably supplied by the Supplier.

The Customer is obliged to ensure inspection of the products/goods in terms of quantity, surface quality, corrosion and obvious deformation upon acceptance, and subsequent professional inspection of other parameters (dimensions, etc.) as soon as possible thereafter. If it fails to do so, it may assert claims for subsequently discovered defects only if it proves that such defects already existed at the time of acceptance of the products/goods from the Supplier.

The warranty does not cover normal wear and tear typical for the given operation of the product, safety devices destroyed as a result of their safety function, measuring instruments, defects caused by atmospheric disturbances, natural disasters, improper storage, chemical reactions, unprofessional handling or interference by third parties.

The warranty shall also not apply to consumables whose nature implies a shorter service life than the warranty period of 6 months or 24 months, and to goods bearing a separately indicated expiry or shelf life date.

If the Customer uses the delivered products/goods for further processing, it shall be deemed that it has thoroughly inspected them, including by exercising due professional care, and has stated that they are in proper condition. Claims of the Customer for damages caused after further processing of the delivered products/goods (e.g. their incorporation into a higher assembly) are excluded, with the exception of damage caused intentionally or by gross negligence and with the exception of personal injury.

For products/goods of third parties supplied by the Supplier, the Supplier shall be liable in accordance with the scope of the warranty conditions of such third parties.

If the goods are not accepted by the Customer within the agreed time, the warranty period shall commence from such date. The same shall apply in the event of retention of products/goods by the Supplier due to non-payment by the Customer.

Section 15 Assertion and review of complaints

If the Customer discovers a defect in the subject of performance, it is obliged to notify the Supplier thereof in writing without undue delay and to prove the origin of the product/goods from the Supplier. If the Customer fails to fulfil this obligation, its rights arising from the warranty for quality shall expire; this shall not affect the Supplier's li­ability for defects to the extent stipulated by law, unless validly contractually limited.

Written notification of a defect – a complaint – shall mean an e-mail, registered letter or minutes of a meeting delivered to the Supplier at its premises. Other forms shall be non-binding. The complaint must include an exact description of the defect and the Customer's position as to whether the defect prevents the use of the product and whether or not it can be remedied by repair or replacement. It is appropriate to also state the proposed method of resolution if the complaint is justified.

Proof of origin of the product/goods from the Supplier shall be the submission of the delivery note and the complete claimed product.

Defects consisting in quantity, damaged surface or corrosion must be notified by the Customer in writing no later than 5 days from the date of acceptance of the subject of performance. If it fails to do so, such defects asserted later shall be deemed to have arisen only after acceptance of the subject of performance by the Customer and the Supplier shall not be liable for them.

The Supplier is entitled, through its representatives, to verify on site whether the claim is justified, and the Customer is obliged to enable this.

Section 16 Justified complaints

If a complaint is justified, the Supplier shall acknowledge it and offer the Customer substitute performance in the following order:

1. Repair of defective parts.
2. Replacement of defective parts.
3. Credit note for the defective goods.

The Supplier reserves the right to replace defective and irreparable products/goods with faultless ones.

Defective parts which have been replaced or for which substitute performance has been provided shall become the property of the Supplier and must be handed over to it upon request.

Section 17 Unjustified complaints

The Customer is not entitled to assert warranty claims for defects of products/goods which it was demonstrably informed of by the Supplier (usually by a note on the delivery note) prior to their acceptance and against which it did not raise a written objection.

If a complaint is found to be unjustified, the Customer is obliged to reimburse the Supplier for demonstrable costs incurred in connection with the investigation of the complaint, including travel expenses.

IV. OTHER PROVISIONS

Section 18 Confidentiality

The Customer is not entitled, without the Supplier's prior written consent, to disclose to any third party any information regarding the establishment, conditions and content of the contractual relationship and business cooperation between the Supplier and the Customer.

The confidentiality obligation shall not apply to disclosure of information (i) to legal, tax and accounting advisers and auditors of a contracting party, if bound by confidentiality, (ii) to banks and insurance companies in connection with financing or insurance, (iii) to public authorities if required by law or decision, or (iv) to disclosure necessary for the assertion or enforcement of rights and receivables.

Section 19 Change of circumstances

The Customer assumes the risk of change of circumstances pursuant to Section 1765(2) of the Civil Code. A change of circumstances shall not cause a change in the rights and obligations of the Customer. The Customer's right to request renegotiation of the contract pursuant to Section 1765(1) of the Civil Code and the possibility of modification or termination of the obligation by a court pursuant to Section 1766(1) of the Civil Code are excluded.

Section 20 Governing law and dispute resolution

All legal relationships arising from these GTC or from a contract concluded between the parties shall be governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code, as amended. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG). All disputes arising from legal relationships under these GTC between the Supplier and the Customer shall be decided by the court having subject-matter and local jurisdiction in the Czech Republic according to the Supplier's re­gistered office, unless mandatory law provides otherwise.

Section 21 Assignment and set-off

The Customer may assign receivables against the Supplier only with the Supplier's prior written consent in hard copy form bearing the signature of the Supplier's au­thorised representative.

The Customer is not entitled, without the Supplier's prior written consent, to set off any of its claims against the Supplier against the Supplier's claims arising from this contract.

V. FINAL PROVISIONS

These GTC were published on 28 January 2026 and enter into force on 28 January 2026.

In case of any discrepancy between the Czech language version of these GTC and any foreign language version, the Czech language version shall prevail.

These GTC replace the Supplier's previous general terms and conditions for B2B relationships.

Depending on changes in applicable legislation and the Supplier's business policy, the Supplier reserves the right to amend these GTC at any time. Any amendment shall be announced by publication on the Supplier's website www.marek.eu at least 1 month prior to its effective date. Amendments to the GTC shall be binding on contracts concluded after the effective date of the amendment, unless the parties expressly agree otherwise.

The current version of the GTC is available on the Supplier's website www.marek.eu.

In Brno on 28 January 2026
MAREK Industrial a.s.