Terms & Conditions ALEMA Lanškroun Ltd.

GENERAL PROVISION

The purpose ot there terms and conditions is to define the content and condition of commercial obligations arising from the supply of products forming the part of the product range of supplier to Alema company Lanškroun a.s. (hereinafter “Alema company“). Supplied products (hereinafter “goods“) shall be used for production purposes of Alema company or must be used in products manufactured by Alema company. These terms and conditions together with all mutual obligations accepted by both parties in written or electronic form represent a trade agreement between the parties. These terms and conditions are applied to all orders issued by Alema to their contractors about the order of goods if the order is not otherwise specified. Goods must be delivered in accoradnce with the terms of individual orders and technical paramemtres, designs and other documentation agreed between the supplier and Alema company. No bussines practices between parties are not applicable if they are contrary to these terms. Contractor is required to produce and deliver goods in accordance with mutually confirmed contract orders. Contractor of the Alema company for the automotive (area), Alema company require compliance with the requirements of quality management system according to EN ISO 9001 or ISO TS 16949 (or VDA and AIAG according to specific requirement of Alema company). The condition for approval of the supplier and the start of delivery for serial production is submitting contractor´s approval documentation and samples according to the Production Part Approval Processes manual (PPAP) level 3, VDA level2 including the sumbission of evidence of implementation materials into the IMDS and REACH (REACH applies not only to automotive suppliers) Automotive supplier is obliged to supply any evidence compliance with compliance requirements for the delivered goods ( material conformity , the manufacturer / supplier of raw materials , dimensions , appearance , etc.), Alema company specifies the requirement for other suppliers. Contractor acknowledges that the goods will be further incorporated into the Alema products. In the event that the goods will be delivered with defects or in breach of contract, the result may be a damage to another person.

1. ORDERS

1.1 Order of the goods is made by Alema company and it is recieved supplier only in written form, including fax, e-mail correspondence. Each order must be immediately after receiving confirmed by the supplier. If the order of the supplier is confirmed by the end of next working day after receiving, its validity expires if the parties agree otherwise . Contractor is considered to verify all orders received and investigate and to take only such orders if it is able to supply contained in order to meet.

1.2 Alema company may require changes of design and implementation of the ordered goods only to the extent only to which it is assumed that the supplier will be acceptable. Request changes must be in written form. If the supplier does not reject proposed changes immediately after receiving by the Alema company, true that the proposed changes are accepted. If the change order will affect the agreed price of the goods , the supplier is obliged to inform immediately Alema company about these price changes. In this case, Alema company is entitled to cancel the request for change .

2. DELIVERY DATES, DELIVERY PLACE, DELIVERY NOTE, CERTIFICATE

2.1 Agreed delivery dates are binding and apply to the date when the goods shall arrive to the place of delivery, specified in the order, unless expressly agreed otherwise.

2.2 If the supplier finds delay of any delivery, Alema company must be immediately informed about it.

2.3 Unless otherwise agreed, the shipment must be delivered to the Alema company factory (place of delivery). Unless otherwise specified in the order, price includes shipping to the place of delivery and all other costs associated with the delivery (packaging, fees, etc.).

2.4 Alema company is not obliged to receive and may return to the supplier´s costs (packing, handling, sorting, transport) goods beyond the orders, premature deliveries, late deliveries and partial deliveries. In such case, Alema company is allowed to change or temporarily suspens shipping schedule specified on the order, transport reference or in other written instructions issued by Alema company without entitle the supplier to change rates or supllies covered by the order. Deliveries recejted by Alema company for reasons mentioned in the first sentence of this article shall not be considered as deliveries made in accordance with the order and the contractor is in delay in delivering the goods.

2.5 In the event that the contractor is in delay in delivery of goods, Alema company is allowed among other belonging privileges give a command to suppliers to realize an express delivery at their own expense. In case of ensuring the goods by Alema company at it´s own expences and the and it is not able to be fulfilled in time by contractor, contractor shall provide a new transport at their own cost.

2.6 All deliveries must be delivered to the place of delivery together with the delivery note and certificate in duplicate, unless otherwise agreed.

3. DELAY OF ORDERS

3.1 If the delivery date is not met, Alema company is entitled againtst the supplier to compensation for losses incurred as a result of the delay.

3.2 If Alema company extend delivery period which is expired in vain or if in the case of default by the supplier is no longer interest in the delivery, Alema company is allowed to cancel the relevant order, demand compensation for non-fulfillment of contractual conditions or both at the same time. Compensation for non-fulfillment of contractual conditions can be requested by Alema company as well in case of extending of delivery period which not met a deadline (article 3.1). In the case of repeated delays, Alema company is entitled, after prior notifiation, to cancel all orders that have not yet been settled, with immediate effect. Compensation for breach of contract lies in the proven costs of Alema company associated with delays in delivery (higher price when buying form other suppliers, transport costs, labor and material expense etc.)

4. MATERIAL PROVIDED BY ALEMA COMPANY

4.1 Any material or manufacturing equipment provided by Alema company to produce goods subsequently supplied by the contractor remain until the incorporation the property of Alema company.

4.2 Contractor agrees that he will work with the property mentioned above with diligence. Contractor stored mentioned material properly and insure it to its values on all instance risks. Contractor shall be responsible for loss or damage of property of Alema company that was developod after the recieving of the supplier.

4.3. Before the start of manufacture, the supplier shall examine the material and equipment supplied by Alema company whether it has defects or deficiencies and perform a completness check. During the production, the contractor shall carry out further supervisions if it was specifically agreed with Alema company or necessitated by the conditions of the quality system management. In the event that the contractor find out any deficiencies in the quality of materials or equipment provided by Alema company, Alema company must be immediately informed in order to discuss and approve necessary procedures.

4.4. Material provided by Alema company must be processed further in the favor of Alema company. In the case that follows the supplied material in the manufacture of fully consumed, the supplier is obliged to return it to Alema company, unless the parties agree otherwise.

5. INVOICES, PAYMENTS

5.1 Invoice due date last for 30 days from the date delivery of the goods by the supplier, unless otherwise specified in the order.

5.2 All payments for deliveries will be made in Czech crowns unless it was in the order expressly provides otherwise.

5.3 Weights and sizes detected at the place of uploading of the goods will be crucial for the calculation and payment of supplies. In the event of any defect or deficiency, Alema company is enttled to withold an appropriate portion of the payment until the proper conditions of the contract. Desings, drawings and samples will be covered if their payment is a subject of a written agreement.

5.4 The contractor shall not be entitled to assign its receivables to Alema company arising from unpaid invoices to a third party.

6. INFORMATION, DATA, COPYRIGHT

6.1 The contractor shall work with information connected with the order by Alema company and which is not generally known as information confidental. It involves the dreawings, samples, models, equipment, documentation, software and other media carving information that Alema company make available to its suppliers. Contractor shall not permit the third person to be familiar with the content or to copy any information if it is not strictly necessary for the subject of order. Any person engaged by him of subcontractors shall be bound by the same obligation of confidentiality for which the contractor is responsible.

6.2 The contractor shall not disclose his business relationship with Alema company without prior authorization by Alema.

6.3 Subjects manufactured under the contract and in accordance with information, drawings, models or tools provided by Alema company that company fully of partly paid by itself cannot be provided as samples or offered to third parties without written permision by Alema.

6.4 Any creative work produced by supplier of his employees to order which is specially ordered as a contract of Alema company considered as a “work made to order“ and all copyright to such work belongs to Alema company.

7. GUARANTEE, COMPENSATION FOR DAMAGE

7.1 Contractor guarantee that the goods has no defects, meets agreed parametres and is in agreement with the latest technological development. Contractor provide two years guarantee for delivered goods which runs from the date of delivery by Alema company.

7.2 In case of delivery of goods with defects, Alema company has claim to delivery of replacement goods appositely the claim to removing defect on goods. In case of delivery of small amount of goods Alema company has claim to delivery of missing ones. In comparison with the above mentioned claims, Alema company has all the time claim to adequate discount corresponding with costs for Alema company caused by delivery of goods with defects of non-delivery the right amount of goods according to order. Regarding additional costs conected with breach of delivery time caused by replacement or repair defects in the goods delivered, mentioned additional costs are paid by contractor. In case of complaint, Alema company is authorized to determine the manner of handling the complaint and to set a deadline for execution of contractor.

7.3. If the same goods is delivered repeatedly and again with defects or missing goods is not delivered within the period specified by Alema company or defective goods cannot be repaired, Alema company is entitled to cancel the contract. The same right is in case of impossibility of handling complaint properly and in time set by Alema company. In case of repeating of defective orders from the same contractor, Alema company is entitled to cancel signed contracts unfulfilled contrats with the contractor without any compensation.

7.4 In urgent cases, where Alema company promptly inform the contractor, is allowed to make repairs by Alema company itself or provide the third party for the repair or to supply the missing goods, if it is necessary to meet delivery deadlines that has Alema company toward its customers. Contractor pays the associated costs. The reason for such procedure must always be to ensure continuity of production and delivery.

8. LEGAL LABILITY

8.1 If Alema company or any third party suffers injury, loss or damage resulting from delivery of defective goods or incorrect vision of product or violation of any other contractual obligation, the supplier must replace these losses.

8.2 If the contractor provide the Alema company services in its areas, these areas must check if they are safe for such services and immediately alert Alema company to any conditions that deems dangerous. Employees and other persons acting on behalf of the contractor willl not possess, use, sell, or transporting ilegal drugs, medically approved drugs or controlled drugs, alcohol and they will not be under the influence of alcohol or drugs in company areas. Contractor is responsible and takes responsibility for any losses, expenses, damages or claims arising from body injury, sickness or diseases including death suffered by any person or persons that resulting from damaging or destructing of property including Alema property directly derived or incurred in conection with work being carried out in Alema areas.

8.3 The contractor is obliged to take unsurance against product liability covering all delivering goods and services up to amount of € 5,000,000 (five million euros) for injury, loss or damage of property including the cost of calls to customers to appeared with the purchased product to the manufacturer for the purpose of repairs. This instance must be maitained troughout the period when the goods or services are supplied to Alema company. The type and extent of instance cover, includig the names of insurers liability or third parties ,must be submitted on Alema company request.

9. TOOLS, PROPERTY GUARANTEE

9.1 If the contractor produce the contract products using the tools, equipment, machinery or any other means of production (hereinafter “instruments of production“) for the which production or buying Alema company contribute entirely or in part, Alema company become the owner of this instruments of production by the day of payment of costs for this instruments of production. If the production tool is stored by the contractor, contractor shall arrange storage for Alema company for free with usual care dedicated to its own production tools. In other cases respects conditions fixed by contracts.

9.2 All tools, guide bushings, dies, brand, fixtures, models, patterns, equipment, drawings , specifications, spare parts, test parts, etc. provided by Alema suppliers for the production of goods or instruments paid by Alema company to suppliers are owned by Alema company. Contractor takes responsibility for loss or damage of such things. Contractor shall ensure that the tools will not be used for any other purpose than the operation of the order. Contractor shall refrain from mixing tools with property of contractor or a third party. Adequate insurance of tools against loss or damage to the reporductive value and the Alema Company will act as damaged. Contractor shall ensure that the tools don´t became the subject of the subject of a lien or other lien claims and not move tools to another place whether owned by the supplier or a third party without the prior written permision of Alema company.

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ALEMA Lanškroun a.s.
Dvořákova 328
Lanškroun 563 01
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Email: jiri.jansky@alema.cz

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