General Business Terms and Conditions of Purchase of HAGARD: HAL, spol. s r.o.

1. Scope of validity

1.1 The Supplier's General Terms and Conditions are in no way binding on HAGARD:HAL, spol. s r.o. (hereinafter referred to as HAGARD:HAL) insofar as they are expressly contradictory to these General Terms and Conditions of Purchase. In this case, the conflict shall be resolved in the commercial contract.

1.2 These General Terms and Conditions of Purchase are published on the Internet at www.hagard.sk, and their validity is not subject to a specific consent of the Supplier. Consent to these terms and conditions is expressed by the supplier's signature on the framework contract concluded with HAGARD:HAL, or by acceptance of an order from HAGARD:HAL, or by delivery of the goods to HAGARD:HAL.

2. Purchase Orders/Confirmation of Order

2.1 Orders are only legally binding for HAGARD:HAL if they are made in writing or sent electronically.

2.2 Orders are only legally binding for HAGARD:HAL if they are: (1) signed by a HAGARD:HAL purchasing officer as specified in the addendum to the commercial contract, or (2) sent by electronic mail by an authorized HAGARD:HAL person, in which case the sender's address is deemed to be the signature, (3) made in electronic commerce (e.g. via the supplier's e-shop), in which case the name of the logged-in person is considered to be the signature, if it is an authorised HAGARD:HAL person, but it must be protected by a unique password in the system; or (4) made via electronic data interchange (EDI), where the order is electronically sent from the HAGARD:HAL system directly to the supplier's system, from which the acceptance is usually returned to the HAGARD:HAL system. HAGAR:HAL orders may exceptionally also be placed by telephone call, in which case they must be confirmed between HAGARD:HAL and the Supplier by one of the methods listed in the previous sentence.

2.3 If the data in the orders specified by the purchasing officer HAGARD:HAL does not match the price list, the nomenclature or the realistic delivery time, the supplier is obliged to send a confirmation of the order back immediately after receipt of the order with the exact and realistic data. In order for the order to be valid even after the clarifying data has been sent, confirmation by the purchasing officer of HAGARD:HAL in the agreed form is required.

3. Delivery dates

3.1 The delivery times and delivery dates specified in the orders of HAGARD:HAL or specified in the agreed confirmation according to clause 2.3 shall be respected. The Supplier shall immediately notify the responsible HAGARD:HAL Purchasing officer of any impending delay in delivery, together with an indication of its duration, the reason for it and the expected delivery date.

3.2 For all orders received, the Supplier is obliged to send an order confirmation within 72 hours at the latest, including confirmation of the delivery date.

3.3 If the Supplier accepts the HAGARD:HAL order and does not send information about a different delivery date, the delivery date stated on the order shall apply.

3.4 In the event of exceeding the original deadline or the newly agreed deadline (based on written or electronic correspondence) or the delivery date, HAGARD:HAL is entitled to claim compensation for damages caused by the delay or to unilaterally withdraw from the order or the contract.

4. Delivery terms

4.1 Deliveries to HAGARD:HAL's central warehouse or to HAGARD:HAL's branches, as the case may be, shall be made under the terms of CIP ("Carriage and Insurance Paid To") according to Incoterms 2020, unless otherwise specified in the order or contract. Deliveries to the specified location must only be made on working days between 7:00 a.m. and 2:00 p.m. HAGARD:HAL shall acquire ownership title to the goods upon their delivery and handover to HAGARD:HAL at the HAGARD:HAL central warehouse, or at the agreed HAGARD:HAL branch location respectively.

4.2 The delivery note, or dispatch note for physical delivery, must be sent in electronic form at least one working day (but no later than the moment of dispatch of the goods from the Seller's warehouse), prior to the delivery of the goods to the agreed location, to the e-mail address of the ordering purchasing officer and to the address: prijem@hagard.sk.

4.3 The delivery note or dispatch note must contain (among other things) the HAGARD:HAL Purchasing officer's order number for each item listed thereon, the customs tariff number (only if this number is not contained in the supplier's price list), a summary of the quantity delivered in units of measure, the weight of the material/unit of measure, and the country of origin.

4.4 On the delivery note or dispatch note, it is permitted to accumulate quantities in one item if they are ordered by different order numbers, only if all the relevant individual orders are listed on the delivery note or dispatch note.

4.5 If the Supplier uses an invoice as a delivery note, the above points 4.2; 4.3; 4.4 shall apply to the invoice.

4.6 Where the Supplier is able to send data electronically through its system in a form that can be used in the HAGARD:HAL information system (i.e. EDI form, the use of which is subject to the approval of the HAGARD:HAL Purchasing Director), delivery of the delivery note or dispatch note one day in advance as per 4.2 is not required, but its delivery at the latest together with the Goods shall be sufficient. The content of the electronic delivery note (invoice) must then comply with the conditions set out in points 4.3 and 4.4.

4.7 Each physical delivery must be accompanied by a delivery note on which the delivery details are given. Where deliveries are made on pallets, EUR pallets must be used unconditionally.

4.8 The Supplier is obliged to deliver only goods that comply with the relevant applicable legislation. The Supplier shall deliver each product together with the documentation specified by the legislation; in the case of certification documents, it shall be sufficient to deliver them only with the first delivery of the product/goods in question.

5. Payment terms

5.1 Invoices shall become due and payable, unless otherwise agreed in the specific contract, upon complete and faultless delivery of the goods and receipt of the relevant invoice, where the invoice issued for the delivery corresponds to the quantity of goods actually delivered. Payment of invoices shall be made according to the agreed payment terms.

5.2 The payment term shall be agreed in the commercial contract.

6. Invoicing and credit notes

6.1 All invoices and credit notes must be sent to HAGARD:HAL electronically (i) to the e-mail address notified by HAGARD to the Supplier or (ii) via the EDI system.

6.2 In addition to the details provided for by the law, the invoice must also contain the delivery note numbers and the order numbers to which it relates. Without these details, HAGARD:HAL reserves the right to return the invoice in question and request its correction, whereby the due date is automatically postponed according to the contract and is calculated from the date of issue and delivery of the corrected invoice.

6.3 If delivery of the Goods directly to a HAGARD:HAL branch is agreed, the invoice must be issued separately with the relevant HAGARD:HAL order.

7. Arrangements for returning Goods

7.1 HAGARD:HAL's stock turnover figures are checked regularly in the light of market requirements; any returns with no or minimal turnover are subject to an agreement in the commercial contract.

7.2 The Supplier shall automatically withdraw and credit at its own expense from HAGARD:HAL's stock any material which has not yet been sold and which has undergone technical modification, technical improvement or has been completely excluded from production and distribution and as such will no longer be produced or supplied in its original state. HAGARD:HAL shall notify its intention to use this point, including a list of the material to be returned, no later than 30 days after the new substitute solution (material) has been stocked).

8. Price validity/administering prices – price lists

8.1 Any planned change in selling prices (including base discounts); (in the case of cable manufacturers, change in base/hollow selling prices) will only be made by the Supplier on the first day of the calendar month. Notification of these changes will be made by official means at least 30 days before the new price list becomes effective, or in the case of price reductions for certain materials, at least 75 calendar days in advance. If this requirement is not met, in the case of price list price reductions, the Supplier will credit the difference in value, which will be calculated as the product of the current stock in the HAGARD:HAL warehouses*difference in price (for price reductions only) at the date of the price list change.

8.2 The supplier's electronic price list in ".xls" format must include, in addition to the standard data such as the name of the goods and the price, the following: the serial number or 13-digit EAN code for the name of the material, the customs tariff number, the volume of the packaged unit of goods, the packaging dimension, and the basic packaging (number of pieces in the unit package).

8.3 Price lists will be sent to HAGARD:HAL in electronic form by the Supplier, subject to the requirement described in 8.1 and 8.2.

8.4 In the event that the price list does not include a 13-digit EAN code or a unique serial number for the item, the Supplier shall accept HAGARD:HAL's request to amend clause 8.1 of these Conditions of Purchase as follows:

“Any planned change in selling prices (including base discounts); (in the case of cable manufacturers, change in base/hollow selling prices) will only be made by the Supplier on the first day of the first calendar month of the calendar quarter. Notification of these changes will be made by official means at least 75 calendar days in advance. If this requirement is not met, in the event of price list price reductions, the Supplier will credit the difference in value, which will be calculated as the product of the current stock level in the warehouse HAGARD:HAL*difference in price (for price reductions only) on the date of the price list change.”

9. Complaints about product quality and complaint protocols

9.1 The Supplier guarantees the quality of the products for a period of 24 months from the date of passing of the risk of damage to the goods, provided that the products are properly handled, i.e. that storage and installation are carried out in accordance with the relevant STN.

9.2 The Supplier agrees that claims sent to its address shall be made in accordance with the HAGARD:HAL Complaints Protocol template attached as an annex to these Terms and Conditions.

9.3 The Supplier agrees that in the event that it fails to respond to a complaint within 25 calendar days of receipt of the Goods complained of, the complaint shall be deemed to have been accepted.

9.4 Pursuant to clause 9.3, HAGARD:HAL is entitled to send the Supplier an invoice for the dispatched (returned) Goods on the 26th calendar day or to demand a substitute performance. In this case, the Supplier shall accept the invoice or deliver a substitute performance (as requested by HAGARD:HAL).

10. Reporting turnover

10.1 The Supplier shall send HAGARD:HAL purchase turnover reports in cumulative form with a comparison to the previous year on a monthly basis, without prompting, to the address of the responsible purchasing officer.

10.2 In the case of a bonus per product group, the turnover data relevant for the calculation of the bonus must be provided separately. The turnover must be stated in principle before the bonus and excluding VAT.

11. Packaging and packing

11.1 Packaging will be invoiced according to the Supplier's current price list. 100% of the sales price will be invoiced by HAGARD:HAL to the Supplier when the packaging is returned within 6 months from the date of first receipt. The Purchase Price after the 6-month deadline will be determined by the Supplier's price list and after the 12-month deadline by agreement between the responsible purchasing officer and HAGARD:HAL's packaging manager and the Supplier's packaging manager.

11.2 Each delivery note must clearly state whether it is packaging:

• • returnable - invoiced
  • returnable – not invoiced
  • non-returnable - invoiced
  • non-returnable – not invoiced

12. Marketing, communication

12.1 The Supplier shall inform the responsible person of HAGARD:HAL (Purchasing Director) of any planned sales promotion event at least 2 weeks prior to its commencement.

12.2 The Supplier is aware that HAGARD:HAL may not agree to the inclusion of a sales event organised by the Supplier on its network.

12.3 The Supplier understands and agrees that in the event of a negative decision on the sales promotion by HAGARD:HAL, it is not possible to claim from HAGARD:HAL any compensation, even partial, for the costs incurred.

12.4 Point 12.1 also applies to communication (social events, social gatherings, training sessions, etc.) with HAGARD:HAL employees.

12.5 The Supplier hereby gives its consent to the use of photographs, videos and other data, to which the Supplier holds the relevant rights, about the products that are the subject of trade between the Parties. These means will only be used in accordance with good manners and only in connection with the business of HAGARD:HAL.

12.6 HAGARD:HAL will not further provide these resources to other entities for purposes other than those necessary to distribute the product.

13. Compliance with obligations under consumer protection and registration laws

13.1 The management of HAGARD:HAL is responsible before public authorities for ensuring that the materials and goods sold in HAGARD:HAL retail outlets comply with the Consumer Protection Act. In the event of a fine imposed by authorised organisations (e.g. the Slovak Trade Inspection Authority – SOI), the Supplier is aware that in the event of a proven breach of the law by the Supplier, HAGARD:HAL will re-invoice the fines imposed and automatically set off against the obligations to the specific supplier.

13.2 A copy of the SOI report will be attached to the invoice.

13.3 In the case of a fine for Goods supplied by several suppliers, the amount per Supplier will be calculated as the ratio of the value of the items of one particular Supplier to the value of all the items. This ratio will be used to multiply the amount of the fine.

14. Audit of commercial premises

14.1 During the supply relationship between the Supplier and HAGARD:HAL, and subject to prior consultation, the Supplier shall allow HAGARD:HAL access to its commercial premises during normal working hours and permit audits to be carried out in order to review and ensure the sustainability of the business relationship, quality and innovation capability. The Supplier shall provide HAGARD:HAL with appropriate support in conducting such audits.

15. REACH / RoHS

15.1 The Supplier undertakes that all products, materials and components supplied will comply with applicable legislation, in particular the requirements of:

• • a) Regulation (EC) No 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH), as amended; and
  • b) Directive 2011/65/EU of the European Parliament and of the Council of 8 June 2011 on the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS), as amended, including the regulations transposing it in the Slovak Republic, i.e. in particular Act No. 346/2013 Coll. on the restriction of the use of certain hazardous substances in electrical and electronic equipment, as amended, and Decree of the Ministry of the Environment of the SR No. 465/2013 Coll. on the technical requirements for electrical equipment and electronic equipment, as amended.

15.2 The Supplier undertakes to confirm to HAGARD:HAL prior to the first delivery that the Goods supplied comply with the regulations referred to in clause 15.1. The Supplier shall, at any time upon request by HAGARD:HAL, provide a written declaration of compliance of the products with the requirements referred to in clause 15.1, including the relevant technical documentation and certificates proving compliance with the relevant standards. The Supplier shall proactively provide HAGARD:HAL with an updated Declaration of Conformity whenever the provisions of the aforementioned regulations change. In the event of non-compliance, the Supplier shall immediately inform HAGARD:HAL accordingly.

15.3 The Supplier shall immediately inform HAGARD:HAL of (i) any change in the composition of the Products which could affect their compliance with the regulations referred to in clause 15.1 and (ii) the inclusion of any substance contained in the supplied Products on the list of Substances of Very High Concern under the REACH Regulation.

15.4 In the event of a breach of the obligations under this clause 15, the Supplier shall be liable and indemnify HAGARD:HAL for all damages, costs, fines and other penalties incurred by HAGARD:HAL as a result of the non-compliance of the Products with the requirements of the regulations referred to in clause 15.1. In particular, the Supplier undertakes to indemnify HAGARD:HAL for all costs associated with (i) the withdrawal of the Products from the market, (ii) the modification or replacement of the Products to comply with the regulations, (iii) administrative proceedings, litigation and fines imposed by the competent authorities.

16. Compliance with sanctions regulations

16.1 The Supplier assures HAGARD:HAL and undertakes to ensure that all products, goods, materials and components supplied that fall under the scope of the relevant provisions of Council Regulation (EU) No 833/2014 or Council Regulation (EC) No 765/2006 do not originate in, or have not been exported from, either directly or indirectly, the Russian Federation or Belarus.

16.2 The Supplier shall set up and maintain an adequate monitoring mechanism to detect the conduct by any third parties, in particular its suppliers, that would frustrate the purpose of clause 16.1.

16.3 The Supplier shall, at any time upon HAGARD:HAL's request, provide a written declaration of compliance of the products and goods with the requirements set out in clause 16.1.

16.4 Any violation of clauses 16.1, 16.2, or 16.3 by the Supplier shall constitute a material breach of the Supplier's obligations and entitles HAGARD:HAL to withdraw from the contract concluded with the Supplier with an immediately effect and to cancel the placed orders without delay. The Supplier shall indemnify HAGARD:HAL from all costs, third-party claims, and other disadvantages (e.g., fines) resulting from the Supplier's breach of its obligations under clauses 16.1, 16.2, or 16.3.

16.5 The Supplier shall immediately inform HAGARD:HAL about any problems in applying clauses 16.1, 16.2, or 16.3, including any relevant activities by third parties that could frustrate the purpose of clause 16.1. The Supplier shall make available to HAGARD:HAL information concerning compliance with the obligations under clauses 16.1, 16.2, and 16.3 within two weeks of the simple request of such information by HAGARD:HAL.

17. Other arrangements

17.1 By prior agreement with the responsible HAGARD:HAL officer, training of HAGARD:HAL employees organised by HAGARD:HAL will be allowed, where the cost of the samples and the overheads associated with the transport of the trainers shall be borne by the Supplier. The content, cost and timing will be mutually agreed.

17.2 The signing of the contracts must be done in such a way that the non-contractual relationship (the period between the termination of the contract and the signing of the next fixed-term contract) does not last longer than two calendar months.

17.3 As a member of the Würth Group, HAGARD:HAL is committed to achieving a standard of excellence in all aspects of its business. This means that all transactions are conducted with integrity, that individual rights are respected and that the environment is protected. HAGARD:HAL expects and requires that all approved suppliers who have business relationships with HAGARD:HAL make the same commitment. In deciding whether a supplier may be granted or retain preferential status, HAGARD:HAL will also take into account the supplier's compliance with these standards. Suppliers who do not comply with these standards may be deprived of the preferential relationship and/or their business relationship with HAGARD:HAL may be terminated. The Supplier undertakes to comply with all laws and regulations applicable to its sector or industry, as well as sector or industry standards, including those relating to the production, pricing, sale, distribution, labelling, transportation, and import and export of goods and services. In particular, the Supplier shall not participate in:

• • a) infringement, unlawful assignment or violation of the industrial property rights of any natural or legal person, including HAGARD:HAL; or
  • b) violations of applicable laws or regulations on (1) bribery, corruption or illegal payments, (2) unfair competition and deceptive trade practices, (3) the environment, (4) health and safety, (5) international trade, including import and export, (6) data protection and security, (7) money laundering, (8) working conditions and recruitment, (9) contracts with public authorities, or (10) the provision of health care and medical devices.
  • c) All HAGARD:HAL suppliers and their subcontractors are subject to the HAGARD:HAL Supplier Code of Conduct, which can be found at https://www.hagard.sk/clanok/kodex-spravania-dodavatela-hh and which shall be considered an integral part of the contract between HAGARD:HAL and the Supplier. Each Supplier undertakes to comply with the said Code of Conduct and shall also ensure that its subcontractors are bound by it and comply with the obligations set out therein.

17.4 All information that the Supplier learns about HAGARD:HAL from their business relationship is subject to a duty of strict confidentiality to third parties.

17.5 Legal relations arising out of, or in connection with, any contract or order between HAGARD:HAL and any Supplier, as well as non-contractual claims arising in connection with such contracts or orders, shall be governed in their entirety by the law of the Slovak Republic (without regard to any other principles of its conflict of laws), in particular the relevant provisions of Act No. 513/1991 Coll., the Commercial Code, as amended. The application of the UN Vienna Convention on Contracts for the International Sale of Goods to these relationships is expressly excluded. The courts of the Slovak Republic shall have exclusive jurisdiction to settle all disputes arising out of, or in connection with, contracts or orders between HAGARD:HAL and any supplier, including, without limitation, disputes concerning their validity, interpretation or cancellation.

17.6 These General Terms and Conditions of Purchase were issued on 1 April 2025, replacing in full the original General Terms and Conditions of Purchase of HAGARD: HAL, spol. s r.o. dated 6 May 2024 and are valid until the new terms and conditions are issued.