GENERAL TERMS AND CONDITIONS

1. INTRODUCTORY PROVISIONS 1.1. These General Terms and Conditions ("GTC") of NOARK Electric Europe s.r.o., having its registered office in, Českomoravská 2420/15, Libeň, Prague 9, postal code 193 00, registered in the Commercial Register maintained by the Municipal Court in Prague, section C, file 181277 or its subsidiaries ( the "Seller"), define and states mutual rights and obligations between the Seller and Buyer who is interested in purchasing goods offered by the Seller (the "Goods") in the current price list of Goods (the "Price List") published on the company's website. 1.2. These GTC do not apply to relationships with consumers within the meaning of Section 419 of Act No. 89/2012 Coll., the Civil Code of the Czech Republic, as amended, as the Seller does not engage in B2C business. 1.3. These GTC form an integral part of any Purchase Agreement (as defined in 2.1.) or Framework Agreement (General purchase agreement or any other agreement of a similar nature where: (i) the Purchase Agreement or Framework Agreement expressly refers to these GTC; or (ii) the Order confirmation refers to these GTC; or (iii) these GTC are attached to the Purchase Agreement or otherwise delivered or made available to the Buyer prior to or at the time of conclusion of the Purchase Agreement; or (iv) the Buyer, on the basis of these GTC and other information provided by the Seller, places an Order for the Goods. 1.4. The Buyer is obliged to acquaint itself with the wording of the GTC in force before entering into any Purchase Agreement. Any matters not expressly regulated herein shall be governed by the relevant provisions of Act No. 89/2012 Coll., the Civil Code of the Czech Republic, as amended (the “Civil Code”). 1.5. Where a Framework Agreement exists, the binding order of the documents shall be as follows: the respective Purchase Agreement, the Framework Agreement, these GTC.

2. ORDER OF GOODS 2.1. The Buyer places an order for the Goods (the “Order” or „Purchase order”). The Purchase Order represents a proposal to conclude individual Purchase Agreement. 2.2. The Buyer is entitled to submit the Purchase Order to the Seller either: (i) via an agreed EDI channel; (ii) in person; (iii) by delivery to the address of the Seller's registered office or to the address specified in the Framework Agreement; (iv) via email; or (v) by any other means agreed by the Parties. 2.3. The Purchase order shall contain at least: (i) the identification data of the person authorized to represent the Buyer, if this information is not apparent from the communication channel; (ii) the description (code) of the ordered Goods pursuant to the Price List; (iii) quantity; (iv) prices pursuant to the Seller’s price list or otherwise agreed between the Parties (the “Purchase Price”); (v) the delivery condition and place of delivery (if not stipulated in Framework agreement); and, if needed, (vi) other requirements to be agreed upon by the Parties. 2.4. The Seller shall confirm or reject the Purchase Order within five (5) calendar days of its delivery. If the Seller does not expressly confirm the Purchase Order within this period, the Purchase Order shall be deemed rejected. The Seller may also return the Purchase Order to the Buyer with a proposed modification, in which case no Purchase Agreement is concluded until both Parties agree on the modified content. 2.5. Upon acceptance of the Order by the Seller or upon agreement on the modified content, an individual purchase agreement (the “Purchase Agreement”) is concluded between the Seller and the Buyer.

3. PURCHASE PRICE, INVOICING, PAYMENT TERMS 3.1. The Buyer shall pay to the Seller the Purchase price for the Goods as determined pursuant to the Seller’s valid Price list or as otherwise agreed between the Parties. For the avoidance of doubt, it is agreed that the Purchase Prices are stipulated in the Price List without VAT. VAT shall be charged at the rate applicable on the date of taxable supply. 3.2. The Seller shall be entitled to unilaterally amend Price List at any time with immediate effect. The amended Price List including its effective date shall be published on the Seller's website or communicated to the Buyer via email or by other appropriate or agreed means. Any such amendment of Price list shall not affect Purchase price of the Goods that are already subject of a concluded individual Purchase agreement. 3.3. Unless otherwise agreed between the Parties in the Framework Agreement or in the individual Purchase Agreement: (i) in the case of delivery under FCA Incoterms® 2020, the Purchase Price does not include transportation costs or any ancillary costs related to the delivery of the Goods, such as customs duties, customs clearance charges, import or export fees, insurance, warehousing or handling charges in the country of dispatch or destination; and (ii) in the case of delivery under DAP Incoterms® 2020, the Purchase Price includes the costs of transportation to the place of destination, but does not include customs duties, customs clearance charges, import or export fees, taxes, or costs of unloading at the place of destination, which shall be borne by the Buyer. 3.4. The purchase price shall be payable within seven (7) days of the issue date of the respective tax document (including any proforma invoice), which must comply with the requirements of Act No. 235/2004 Coll., on Value Added Tax, as amended. The Buyer shall make payment by bank transfer to the Seller's account as specified in the relevant invoice. The Purchase Price shall be deemed paid only upon credit of the full amount of the Purchase price to the Seller. Each party shall bear its own bank charges or any other fees associated with the payment of the Purchase Price. 3.5. In the event of the Buyer's delay in payment of any invoice (including proforma invoice), the Seller shall be entitled to claim a contractual penalty in the amount of 0.05% of the outstanding amount for each day of delay. This contractual penalty shall not affect Seller’s right to claim statutory default interest and damages. If the Buyer’s delay in payment exceeds thirty (30) days, the Seller shall be entitled to withdraw from the relevant Purchase Agreement with immediate effect. 3.6. The Seller will generally require that payments for the goods be made in advance, unless the Buyer and the Seller agree otherwise. In specific cases, the parties may also agree on the use of a credit limit.

4. DELIVERY OF GOODS 4.1. The Seller shall not be obliged to deliver the Goods until the Purchase Price has been fully paid. The delivery period shall be thirty (30) days from the payment of the Purchase Price, unless otherwise stipulated in the individual Purchase agreement. The Seller shall be entitled to suspend the delivery period for as long as the Byuer is in delay with the payment of any amount due under the Framework or any individual Purchase agreement, including from Purchase Agreements concluded prior to the relevant Purchase Agreement. The Seller shall not be deemed responsible for such delay. 4.2. The delivery period shall also be extended by the duration of any event of force majeure, which shall be understood as and unforeseeable, extraordinary events or circumstances beyond the Seller’s control including but not limited to natural disasters, fire, flood, war, civil unrest, government restrictions, strikes, lock-outs, pandemics, epidemics or failure or delay of suppliers or carriers. Any such event shall release the Seller from its delivery obligations for as long as it continues, and the Seller shall not be liable for any delay or non-performance caused thereby. 4.3. Unless otherwise agreed between the Parties in the Framework Agreement or in the individual Purchase Agreement: (i) in the case of delivery under FCA (Free Carrier) Incoterms® 2020, the Seller shall deliver the Goods to the first carrier nominated by the Buyer at the Seller’s premises. The Buyer shall, at its own cost and risk, arrange and bear all transportation, insurance, customs clearance and any other ancillary costs associated with the further carriage of the Goods; and (ii) in the case of delivery under DAP (Delivered at Place) Incoterms® 2020, the Seller shall deliver the Goods to the place of destination specified in the relevant Purchase Agreement. The Goods shall be deemed delivered to the Buyer by the moment they are ready for unloading. Unloading is secured by the Buyer. The Seller shall bear the costs and risks of transportation to the place of destination, while the Buyer shall bear all customs duties, taxes, customs clearance charges and the costs of unloading at the place of destination. 4.4. In the case of delivery under any other Incoterms® 2020 condition expressly agreed between the Parties, such condition shall apply. For the purposes of these GTC, the risk of loss of or damage to the Goods shall pass to the Buyer in accordance with the agreed Incoterms® 2020 delivery condition, irrespective of whether title has passed pursuant to Article 5. 4.5. The shipment shall always be clearly and sufficiently marked as a shipment intended for the Buyer. The risk of damage to the Goods shall be transferred to the Buyer upon the delivery of the goods to the Buyer in accordance with relevant delivery condition. The Goods may be delivered in partial or multiple shipments.

5. RETENTION OF TITLE 5.1. Title to the Goods shall pass only upon the cumulative fulfilment of the following two conditions: (i) the Goods have been handed over to the Buyer in accordance with stipulated INCOTERMS 2020 delivery condition; and (ii) the Purchase has been paid in full by the Buyer. 5.2. Until title passes to the Buyer, the Buyer shall (i) store the Goods separately from other goods and mark them as the property of the Seller, and (ii) not sell, pledge or otherwise encumber the Goods. The Seller shall be entitled to reclaim the Goods if the Buyer is in default of payment of the Purchase Price.

6. WARRANTY 6.1. The Seller warrants that the Goods shall be free from defects in material and workmanship and shall conform to the agreed specifications for a period of five (5) years from the date of delivery to the Buyer ("Warranty Period"). 6.2. The warranty shall not apply to defects resulting from, including but not limited to: (i) improper storage of the Goods prior to their installation and commissioning, including storage contrary to the Relevant documentation. (“Relevant documentation” shall be understood as complex of especially following documents: product standards, declaration of conformity, these GTC, user manuals, instructions for use, catalogues or another documentation issued or approved by the Seller or the manufacturer of the Goods), (ii) inappropriate, incorrectly designed or incorrectly or unprofessionally performed installation of Goods, which shall be understood as installations performed contrary to the Relevant documentation, (iii) use of the Goods contrary to the Relevant documentation, (iv) use of the Goods for a purpose not expressly specified in Relevant documentation (v) normal wear and tear of the Goods related to the natural life cycle of the Goods and their regular use and exposure to usual conditions of use (e.g., varistor of surge voltage protectors), (vi) excessive or abusive use, including exceeding the declared operating cycles expressed in Relevant documentation, (vii) use of the Goods in operating or assembly conditions contrary to Relevant documentation, (viii) use of the Goods in environment or place with external factors or factors from third-party equipment contrary to the Relevant documentation, (ix) improper or omitted maintenance contrary to Relevant documentation, (x) connecting the Goods to other Goods or any other product or device contrary to Relevant documentation, (xi) any unauthorized changes or modifications of Goods except for a person designated or approved by the Seller (xii) external factors beyond the Seller’s control including without limitation radiation, electromagnetic fields, ingress of liquid, ingress of dust, pollen or any object, overvoltage in the network, fluctuations in the network, overvoltage or short circuit at inputs or outputs, voltage created during electrostatic discharge (including lightning), incorrect supply or input voltage, inappropriate voltage polarity, or the influence of chemical processes, etc.; and (xiii) force majeure, including but not limited to y flood, fire, lightning, earthquakes, strikes or civil unrest. 6.3. A defect shall not be deemed to exist if the Goods, although free from defects, do not perform the functions assumed or expected by the Buyer or cannot perform them due to its improper or incorrect design or execution of installation. Variations in size, color or shape of the Goods compared to its depiction in the catalog or other document of the Seller shall not constitute a defect. 6.4. The Buyer may submit a warranty claim (a “Complaint”) within the Warranty period, provided that any such defect is notified to the Seller without undue delay after its discovery. The Complaint shall be made by filling and delivering a written Complaint Protocol. 6.5. A Complaint shall be admissible if it includes: (i) identification of Buyer and person who is filling the Complaint; (ii) identification of the Goods that is the subject of the Complaint (type, code, and other identification information about the Goods); (iii) identification and provision of the original proof of purchase of the Goods; proof of the purchase of goods can also be an invoice - a tax document sent by the Seller; in such a case, the document may be enclosed in the form sent by the Seller to the Buyer (iv) filling in the Complaint protocol in the language of Purchase agreement/the country the Complaint is submitted in; (v) a detailed description of the Goods’ defect and its manifestation which photographs; and (vi) a detailed description of the installation, connection and use of the Goods; providing photographs, if possible. 6.6. The Seller shall have the exclusive right to determine the manner of Complaint resolution. PThe Seller may, at its discretion, resolve the Complaint by withdrawing from the relevant Purchase agreement, either in whole or in part. In the case of withdrawal from the entire Purchase Agreement, the Parties shall return all performances provided under such agreement. In the case of partial withdrawal, the Seller shall refund the proportionate part of the Purchase Price corresponding to the Goods subject to the Complaint against their return. In both cases, the Seller shall notify the Buyer and return the performance provided within 14 days from the delivery of the Goods back to the Seller. The Seller is entitled to inform the Buyer that he does not require returning the Goods. In such a case, the Buyer is entitled to keep the Goods or send them back to the Seller at his own expense or dispose of them in another way.

7. DEFECTIVE PERFORMANCE – OBVIOUS DEFECTS 7.1. The Buyer shall be entitled to claim rights from defective performance in respect of defects apparent upon delivery of the Goods (“Obvious Defects”). Obvious Defects shall mean especially incomplete delivery of Goods, delivery of surplus Goods, or delivery of Goods that are visibly damaged, provided such defects existed at the time of delivery in accordance with stipulated delivery condition. Any such defects must be notified to the Seller without undue delay and no later than ten (10) days from the delivery of the Goods; otherwise, the Goods shall be deemed duly delivered and accepted without reservation. 7.2. Upon delivery or uploading, the Buyer shall inspect the Goods properly and without delay and shall record any Obvious Defects in the carrier’s protocol and, where possible, with photographic evidence and provide such evidence to the Seller. 7.3. Complaints relating to defects that the Buyer could have discovered during such inspection but failed to notify in accordance with Article 7.1 and any claims arising from such defects shall be excluded. The Seller shall also not accept, and the Buyer shall have no right to claim defective performance in case the Complaints are not submitted properly and in accordance with these GTC. However, the Seller may, at its sole discretion, accept a Complaint even if it was submitted unproperly or after the expiry of such period.

8. LIMITATION OF LIABILITY 8.1. To the maximum extent permitted by applicable law, the Seller’s liability arising out of or in connection with any defect of the Goods, warranty claim or Complaint shall be limited to the obligation to remedy such defect in accordance with these GTC. 8.2. The Seller shall not be liable for any indirect, incidental, special or consequential damages, including but not limited to loss of profit, loss of revenue, loss of production, business interruption, loss of data or loss of goodwill, even if advised of the possibility of such damages.

9. PROCESSING OF PERSONAL DATA 9.1. The Seller processes personal data of the Buyer (the “Personal Data”) in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council (the “GDPR”). Personal Data provided by the Buyer to the Seller in connection with the conclusion and performance of the Framework Agreement or any Purchase Agreement shall be processed by the Seller, or by processors authorized by the Seller, for the following purposes: (i) performance of the Framework Agreement or any Purchase Agreement; (ii) compliance with legal obligations applicable to the Seller; (iii) customer care and protection of the Seller’s legitimate interests, including the provision of commercial offers relating to the Seller’s products. 9.2. The Buyer acknowledges that the Seller may entrust the processing of Personal Data to third-party processors and may transfer Personal Data to third countries subject to appropriate safeguards in accordance with the GDPR for the purpose of fulfilling the Framework Agreement or the Purchase Agreement, improving the quality of care for the Buyer, carrying out commercial offers. 9.3. Further details on the processing of Personal Data by the Seller are set out in the Seller’s Privacy Policy available at [https://noark-electric.pl/pl/privacy-policy]. The Buyer has the right to object to processing carried out based on legitimate interest, including direct marketing, as set out in the Privacy Policy.

10. SENDING COMMERCIAL COMMUNICATION 10.1. The Buyer hereby acknowledges that the Seller is entitled, based on its legitimate interest, to send to commercial offers relating to the Seller’s product portfolio to the contact detail provided by the Buyer, provided that the Buyer is given the opportunity to refuse further such communication at any time.

11. NOTICES 11.1. Unless otherwise stipulated, all notices, messages or other communications between the Parties must be made in writing. The Parties shall be obliged to deliver documents to each other at the addresses specified in the Framework or Purchase Agreement or otherwise notified by the Parties, namely: (i by personal delivery with receipt confirmation; (ii) by registered letter; (iii) by courier with receipt confirmation; (iv) e-mail; (v) EDI channel, (vi) data box. 11.2. Any acts affecting the creation, amendment or termination of the Framework Agreement (“Acts”) shall not be made by email but must be made in writing and delivered either: (i) by registered mail by postal services provider to the registered office of the relevant Party; or (ii) to the company's data box; or (iii) in another manner expressly agreed by the Parties in writing. 11.3. Any acts shall be deemed duly delivered to the respective Party once it reaches the addressee's sphere of disposition. Acts shall also be deemed delivered under Section § 570 of the Civil Code if the Party who is the addressee intentionally thwart its delivery. Acts sent by postal service provider shall be deemed delivered on the third working day following its dispatch or on the eighth day following their dispatch abroad. 11.4. Each Party undertakes to notify the other Party in writing and without delay of any changes to the data specified in the Framework Agreement or in any Purchase Agreement. If a Party breaches this obligation, any Act sent to the last known address of such Party shall be deemed duly delivered, even though the addressee no longer resides at or is established at such address and thus did not have the opportunity to acquaint itself with the content of the respective letter.

12. FINAL PROVISIONS 12.1. The Framework Agreement and Purchase Agreements (including the relationships arising from them) shall be re governed by and construed in accordance with the laws of the Czech Republic, even if the contractual relationship contains any international element. In such a case, the Parties expressly exclude the application of the UN Convention on Contracts for the International Sale of Goods (CISG). Any disputes arising from or arising in connection with the Framework Agreement, the Purchase Agreement or these GTC shall be submitted to the competent courts of the Czech Republic. Any such disputes shall be decided in accordance with the procedural laws of the Czech Republic. 12.2. The Seller shall be entitled to unilaterally amend these GTC at any time. Unless the Buyer notifies the Seller in writing within thirty (30) days of notification of the amendment of the GTC that it does not agree with the amendment, the amended GTC shall apply. In the event of the Buyer’s disagreement duly notified within the above period, the version of the GTC effective prior to the notified amendment shall continue to apply to the contractual relationship between the Parties, until agreed otherwise. 12.3. These GTC are valid and effective from 01/01/2026