of Master Bike, s.r.o., with registered office at Sadová 2205/2, 789 01 Zábřeh, ID No.: 27069338, file No. C 26713
filed with the Regional Court in Ostrava (hereinafter referred to as the "Terms and Conditions")

General provisions

1. These Terms and Conditions shall regulate the basic rules under which Master Bike, s.r.o. (hereinafter
referred to as "Seller") offers and delivers goods to its customers (hereinafter referred to as "Buyer").
The Seller's goods are intended exclusively for Buyers who enter into a contract with the Seller as an
entrepreneur in the course of their business activity.
2. These Terms and Conditions are an integral part of the Framework Agreement, as well as the current Price
List.
3. The current version of the Terms and Conditions is published on the Seller's website. The Terms
and Conditions or part thereof may be further communicated by other means. The published Terms
and Conditions by itself do not constitute a proposal for the conclusion of a contract without the fulfilment
of other conditions. In the event of a conflict between the wording of the Terms and Conditions published
on the Seller's website and the wording of the Terms and Conditions published by other means, the wording
of the Terms and Conditions on the Seller's website shall always prevail. In the event of a conflict of language
versions, the Czech language version of the Terms and Conditions shall always prevail.

Definition of terms

4. Framework Agreement. The Framework Agreement shall mean the complete contractual arrangement
between the Seller and the Buyer on the framework conditions of their mutual cooperation in the supply of
goods which the Buyer is interested in purchasing from the Seller on the basis of the Individual Agreements.
Integral parts of the Framework Agreement are (i) the Terms and Conditions and (ii) the Price list.
5. Individual Agreement. Individual Agreement means each individual purchase agreement concluded between
the Seller and the Buyer in the manner and under the conditions set out in the Framework Agreement, Terms
and Conditions and Price List.
6. Price list. The Price List means the current list of models of the Seller's goods for a given period with
an overview of the indicative prices of the goods.

Entering into an Individual Agreement and its content

7. All offers of the Seller (including the Price List) are non-binding, unless the Seller expressly declares them
binding.
8. The Buyer shall make a proposal to the Seller for the conclusion of any Individual Agreement (hereinafter
referred to as the "Proposal"). The Buyer shall make the Proposal in writing or by e-mail to the Seller's contact
details set out in the Framework Agreement or otherwise expressly communicated by the Seller. The Proposal
shall include at least: (i) the specification of the goods requested (Art. No., Description and Model No.,
all according to the current Price List), (ii) the number of goods (of each requested model)
and (iii) the requested delivery date of the goods.
9. The Proposal shall be binding for the Buyer for at least 30 days from its delivery to the Seller, unless otherwise
expressly stated in the Proposal.
10. Any Individual Agreement will be concluded only if the Seller accepts the Proposal (or part thereof) within
the period of its binding according to Article 9 of the Terms and Conditions above, i.e. if the Seller sends the
Buyer the acceptance of the Proposal within the stipulated period, either in writing or via an e-mail message
sent from the Seller's contact details specified in the Framework Agreement or otherwise expressly
communicated by the Seller. The Seller's confirmation of the Proposal or its part by the Seller pursuant to this
Article 10 of the Terms and Conditions shall be decisive for the determination of the content of the Individual
Agreement.
11. The Individual Agreement shall always be governed by the Framework Agreement, the Term and Conditions
and the Price List, even if it does not expressly refer to the Framework Agreement, the Term and Conditions
and/or the Price List.
12. All deliveries, including future deliveries, shall be made solely on the basis of these Term and Conditions. This
excludes the application of any Buyer's purchase term and conditions and/or any other terms and conditions
unless expressly accepted by the Seller.
13. Any changes to the Individual Agreement shall require a written form with express confirmation of the change
by the Seller, otherwise such changes shall not bind the Seller.

Price and payment terms

14. The prices listed in the Price List are indicative prices and do not include value added tax.
15. In the event that there is an increase in input prices and/or other cost increases after the conclusion of the
Individual Agreement, the Seller shall be entitled to increase the indicative price accordingly. The Buyer
acknowledges and agrees that the indicative prices stated in the Price List may be unilaterally increased by
the Seller up to 3 % every three calendar months, compared to the indicative price stated in the Price List or
to the price already increased according to this Article 15 of the Terms and Conditions (even repeatedly -
always in compliance with the agreed amount and frequency of the increase). A higher increase in the price
of the goods shall be agreed by the Buyer.
16. The Buyer acknowledges and agrees that the final price of the goods will be determined at the time of delivery
of the goods to the Buyer, or the date of shipment of the goods to the Buyer (according to the agreed means
of delivery of the goods) (hereinafter referred to as the "Price of Goods"). The Price of the Goods is binding,
and the Buyer undertakes to pay it to the Seller. Value added tax shall be added to the Price of the Goods at
the statutory rate currently in force.
17. The costs of transport and insurance of the goods are not part of the indicative prices according to the Price
List and are borne by the Buyer, unless expressly agreed otherwise. Used packaging and fixing materials shall
only be returned if expressly agreed between the Seller and the Buyer.
18. The price of the goods will be invoiced by a tax invoice (hereinafter referred to as "Invoice"). The Invoice may
also be issued electronically and sent to the Buyer's contact e-mail. The Seller is entitled to issue an invoice
in advance for a specific Individual Agreement.
19. The due date for payment of any Invoice is 10 days from Invoice issuance, unless otherwise expressly agreed.
The Seller is entitled to issue the Invoice at the time of delivery of the goods to the Buyer, or the date of
shipment of the goods to the Buyer (according to the agreed means of delivery of the goods)
20. In the event that discrepancies are found in the Invoice, the Buyer is obliged to inform the Seller of this fact
immediately.
21. The payment is considered paid at the moment when it is credited to the Seller's bank account or when the
Seller confirms receipt of the payment in cash. For payments not made by the due date, the Seller is entitled
to charge statutory interest on late payment.
22. The buyer is not entitled to withhold payments. The Buyer is not entitled to unilaterally set off any claim it
has against the Seller.
23. The Seller shall be entitled to set off its claims against the Buyer's claims which the Buyer has against the
Seller and/or against such claims of the Buyer which the Buyer has against companies with which the Seller
is directly or indirectly linked by capital or business.
24. In the event of a material deterioration in the Buyer's financial circumstances and/or in the event of default
by the Buyer in the payment of any claim of the Seller, the Seller shall be entitled to apply the following
measures to the Buyer (at its option, the Seller may apply any or all of these measures): (i) declare all its
existing claims immediately due and payable (even those not yet due and payable) (ii) suspend or withdraw
from deliveries already commenced (even if they are agreed under a Individual Agreement other than the
one to which the default relates), (iii) suspend or withdraw from newly requested deliveries (even if they are
agreed under an Individual Agreement other than the one to which the default relates). The Buyer shall
indemnify the Seller against all damages and costs incurred in connection therewith.
25. If the Seller suspends deliveries pursuant to Article 24 of the Terms and Conditions, then it shall also apply
that during the period of such suspension the date of the suspended delivery(s) shall be postponed. The
application of any measure pursuant to Article 24 of the Terms and Conditions shall not give rise to any delay
on the part of the Seller or any right on the part of the Buyer to compensation for damages or other loss
and/or the right to payment of a contractual penalty or the right to claim any other contractual penalty.
26. The Buyer shall not assign or encumber in any way any claim or right arising under any Individual Agreement
and/or the Framework Agreement in favor of a third party without the prior written consent of the Seller.

Transfer of risk of damage to the goods, ownership of the goods

27. If the goods are to be delivered at the Seller's registered office, then the risk of damage to the goods shall
pass to the Buyer at the moment when the Buyer is allowed to take over the goods for the first time. If the
Buyer is delayed in taking delivery of the goods for any reason, the risk of damage to the goods shall pass to
the Buyer at the time of sending notice to the Buyer that the goods are ready for collection.
28. If the goods are to be delivered to the Buyer with the help of a carrier, then the risk of damage to the goods
shall pass to the Buyer at the moment when the goods are given to the first carrier for transport.
29. Ownership of the goods shall pass to the Buyer only upon full payment of the Price of Goods.

Delivery

30. Unless expressly agreed otherwise, the place of delivery is the Seller's registered office. The delivery condition
Ex Works of Incoterms is agreed.
31. Partial deliveries are permissible unless otherwise expressly agreed.
32. Deviations of the delivered quantity from the ordered quantity are permissible by agreement between the
Seller and the Buyer, both in relation to the total quantity and to Individual Agreement.
33. The delivery deadlines of the Individual Agreement (i.e., as stated in the Seller's confirmation of the Proposal)
are indicative and failure by the Seller to meet them shall not constitute a material breach of contract.
34. The delivery period of the Individual Agreement shall be extended proportionately in cases where delivery is
delayed due to unforeseen events, in particular strikes, lockouts, official measures and/or power supply
failures. If the impediments last for more than one month and/or if there is a stoppage of production at the
Seller's or its subcontractors' plant and/or if there are longer-term exceptional events beyond the Seller's
control, the Seller shall be entitled to withdraw from the contract.
35. Any requests by the Buyer to amend the contract, if accepted by the Seller, may reasonably extend the agreed
delivery period. If the Buyer's requests for a change in the quality of the goods are accepted, the Seller has
right to a price adjustment.

Warranty and Claims

36. The Goods are defective if they do not conform to the Individual Agreement. The quality of the Goods is
determined by the agreed specification and this quality is deemed to be the quality of performance expressly
agreed between the Seller and the Buyer.
37. Obvious defects and defects detectable during inspection of the goods (among other things, the quantity),
the Buyer is obliged to claim immediately upon receipt of the goods. A later claim is not a timely claim.
38. The Buyer is obliged to claim hidden defects without undue delay after the Buyer could have discovered them
with sufficient care. A later claim is not a timely claim.
39. If the Buyer discovers any defects, he is obliged to secure the goods in such a way as to prevent their further
deterioration.
40. If defects in the quality of the goods are proven to be justified within 12 months of the passing of the risk, the
Seller shall, at its option, repair or replace the goods.
41. Complaints can be made in writing or by e-mail sent to the Seller's contact e-mail. When making a claim, it is
necessary to indicate the date of delivery of the goods, the relevant Invoice number, the specification of the
goods (Art. No., Description and Model No. according to the Price List), the quantity claimed, the description
of the defect (if applicable, how the defect manifests itself) and the choice of the right of defective
performance. If the required information is not provided, the claim cannot be processed.
42. The Buyer is obliged to provide the Seller with all the cooperation necessary for the proper handling of the
complaint.
43. The occurrence of any defects shall in no way affect the Buyer's obligation to pay the Price of Goods.
44. If the goods are damaged due to improper use, the Buyer is not entitled to claim any right against the Seller
for this reason (under the above conditions the Buyer is not entitled to such a right).

Termination of the Individual Agreement and the Framework Agreement

45. Any Individual Agreement may be terminated by mutual written agreement of the Seller and the Buyer.
46. The Framework Agreement may be terminated by mutual written agreement of the Seller and the Buyer.
Unless otherwise specified in the agreement, the termination of the Framework Agreement shall also
terminate all outstanding Individual Agreements.
47. The Seller shall be entitled to withdraw from any Individual Agreement and/or Framework Agreement
without giving the Buyer additional time to remedy the situation in the following cases:
i) the Buyer enters into liquidation,
ii) insolvency (or similar) proceedings will be initiated against the Buyer on the Buyer's own motion,
iii) the court decides on the Buyer's bankruptcy (the legal force of such decision is not required),
iv) the Buyer shall create a lien on the inventory, accounts receivable and/or goods purchased and/or
provide them as security for another creditor,
v) the Buyer fails to pay the invoice and/or advance invoice due even after a reminder from the Seller.
Unless otherwise expressly determined by the Seller, the withdrawal from the Framework Agreement shall
also apply to all outstanding Individual Agreements.

Force majeure

48. The Seller shall not be in default of its obligations if an obstacle of a so-called force majeure nature occurs
(in particular natural disasters, e.g., fires or floods, even of a local nature, strikes, civil disturbances, war
conflicts, pandemics of infectious diseases, obstacles caused by public power, including legal regulations and
their interventions issued or implemented after the conclusion of the contract).
49. If there are events that cannot be foreseen at the time of signing the contract and which cause the Seller an
obstacle to the performance of its contractual obligations, the Seller is entitled to postpone the deadline
for performance for the period for which this obstacle lasted and for the time necessary to resume normal
operations. In such case, the Seller shall not be in default and shall not be liable for any damage caused
thereby.
50. In all cases of circumstances excluding liability (including uncaused delays in sub-deliveries, transport
company failures and similar force majeure events that interfere with the performance of the Seller's
contractual obligations), the Seller shall be entitled to withdraw from the contract and shall not be liable
for any damage caused thereby.

Final provisions

51. In matters not covered by the Terms and Conditions, the provisions of the applicable legal regulations of the
Czech Republic shall apply.
52. For all disputes arising out of any Individual Agreement and/or the Framework Agreement, the competent
court shall be the court of the Czech Republic having local jurisdiction according to the place of the Seller's
registered office.
53. The Seller reserves the right to update and change the Terms and Conditions in their entirety at any time.
Such changes shall be notified to the Buyer in the manner required by law.
54. These Terms shall come into force and effect on September 1st, 2023.