Commercial terms and conditions

I.
Purchase agreements

1. Individual purchase agreements will be for metallurgical material and other products and services sold by Ferona that are specified in Ferona's catalogue or in special offers (hereinafter "goods").

2. Ferona's basic obligation that follows from an individual purchase agreement is to supply the stipulated goods, and the buyer's basic obligation is to take possession of these goods and to pay their purchase price.

3. When ordering goods, the buyer must identify who is authorized to make purchases from Ferona, i.e. to take delivery of supplied goods and also conclude a purchase agreement. If he does not do so when ordering, or if these individuals are not specified in an annex to a business agreement, he must ensure that the purchasing individual or even an individual simply receiving goods has power of attorney. If the buyer does not do so, the following applies: the individual who gives Ferona the buyer's order is authorized to purchase goods from Ferona, and the individual who is willing to take delivery of goods from Ferona and confirm delivery is the one authorized to do so for the buyer.

II.
Goods and documents

1. If the buyer does not order goods in accordance with ČSN EN 10021:2007 (42 0905) or a relevant standard characterizing the product that specifies the essentials of ordering, or at least to the following extent:

• the kind/type of commercial goods (product specifications including dimension and length);

• the brand of steel/material or its numerical designation;

• the requested amount;

• the type and scope of inspection document;

• any other requirements for surface condition, heat-treatment, special tolerances, special purpose (ideally the number of the technical standard or supplementary symbol it specifies);

Ferona has the right to deliver goods in their standard version.

      2. If the relevant ČSN or ČSN EN allows substitution of material from which the goods are manufactured (a current list of substitutions is available at www.ferona.cz), and if the buyer does not explicitly rule this out when ordering, Ferona has the right to deliver corresponding substitute goods.

3. Ferona confirms that in the case of products it sells that are subject to Act No 22/1997 on technical product requirements, as amended, and relevant government regulations or Regulation (EU) No 305/2011 of the European Parliament and of the Council (CPR), these have been subjected to a conformity assessment by the manufacturer or importer and a Declaration of Conformity or Declaration of Performance has been issued, and in the case of a harmonized area, the products or related documents bear the "CE" mark.

4. Amounts in purchase agreements are specified approximately. Unless specified otherwise, a quantity discrepancy of 10 % is permitted.

5. If the agreement specifies goods will be supplied with inspection documents (certificates) and if Ferona does not supply them along with the goods, if will supply them as quickly as possible in one of the following ways: to the email address specified by the buyer or via post to the invoicing address, unless agreed upon otherwise.

III.
Packaging

1. Goods will be packaged in a manner customary for commercial transactions, taking into account its delivery location and shipping method so that it is preserved and protected.

2. Ferona arranges buy-back of undamaged packaging that were billed to the buyer as a separate item.

3. Compliance with the requirements of the Packaging Act, especially return and reuse of packaging waste is arranged for the buyer and pre-paid by Ferona with |EKO-KOM, a.s., and authorized packaging company with registered offices at Na Pankráci 1685/17, Prague 4 (www.ekokom.cz).

IV.
Date of delivery of goods

1. If a delivery date has not been agreed upon for the goods, Ferona has the right to deliver them at any time. Unless specified otherwise in individual purchase agreements, Ferona has the right to deliver goods prior to the agreed-upon fulfilment date and in justified cases also via sub-deliveries, and the buyer must take delivery of goods delivered in this manner.

2. Goods are considered to have been delivered the moment they are accepted for the buyer by the individual authorized to do so, or handed over to the first shipper for shipping for the buyer, if it has been stipulated that the goods will be sent to the buyer.

V.
Place of delivery of the goods

1. If agreed upon by the contracting parties, Ferona will arrange shipping to the buyer. If the destination is not specified in an individual purchase agreement, it is considered to be the buyer's place of business, and if the place of business is not specified, it is considered to be the buyer's registered address. If the destination is not accessible to standard trucks, the buyer must alert Ferona to this fact in the order.

2. The buyer must ensure an individual authorized to receive the goods is present at the agreed-upon time at the delivery location.

3. The individual authorized to take delivery of the goods for the buyer must provide proof of ID to Ferona during delivery, and specify the necessary information on the delivery document, and confirm acceptance of the goods.

4. If goods that are to be picked up on Ferona's premises are not picked up within ten days of the agreed-upon pickup date, Ferona has the right to withdraw from the individual purchase agreement.

VI.
Title reservation

Ferona remains the owner of the goods until they have been paid for in full.

VII.
Purchase price of goods

1. The purchase price agreed upon in an individual agreement is fixed and cannot be changed without the agreement of both contracting parties. If an agreement concerning price is not reached, prices specified by Ferona apply.

2. If the buyer and Ferona agree that the supplied goods will be modified (e.g. mechanical or heat cutting, etc.) Ferona has the right to charge a fee for these modifications. This fee will be stipulated in the relevant individual purchase agreement or will be stipulated by Ferona. If the buyer is late in picking up goods that have been modified, and based on this fact Ferona withdraws from the agreement, Ferona has the right to charge a penalty in the amount of 40 % of the purchase price for the goods and to be paid for modifying the goods. Payment of this penalty does not affect Ferona's right to be paid damages that exceed the amount of the penalty paid.

3. If the goods are to be delivered to a location other than Ferona's premises, Ferona has the right to be paid shipping charges. If the amount of the shipping charges is not agreed upon in the individual purchase agreement, Ferona has the right to be paid for shipping according to its standard practise and if this is not specified, then an amount usual at the time the goods were delivered, taking into account the shipping method and the shipped goods.

4. If due to a breach of obligations specified in Article V(2) delivery of goods must be repeated, Ferona has the right to be paid for shipping involved in repeat delivery.

5. The provisions of the agreement concerning payment of the purchase price of the goods will be applied in a similar manner to payment for modification to goods pursuant to paragraph (2) and for shipping of goods pursuant to paragraph (3) and (4) of this article, and to payment for packaging pursuant to Article III, or other services provided.

6. The buyer does not have the right to hold back payment of the invoiced price for any reason, or to unilaterally credit funds owed by the other party against payment, or to otherwise reduce it.

VIII.
Purchase price payment method

1. Unless agreed upon otherwise, the purchase price is due prior to delivery of the goods.

2. The purchase price can be paid as follows:

1. via bank transfer to Ferona's account specified in the individual purchase agreement or provided to the buyer in writing (for example on the invoice);
2. in cash to Ferona's cash desk or driver;
3. via post or the shipper to the credit of Ferona.

3. If the purchase price is not paid prior to delivery of goods, the purchase price is payable by the deadline specified on the accounting and tax document - the invoice. Ferona stipulates the due date for payment of the purchase price based on the total volume of the buyer's orders and how long they have been doing business together.

4. If an agreement has not been reached on sending tax documents electronically or a similar agreement that addresses the issue of accounting and tax documents - invoices, the buyer acknowledges that Ferona is sending these documents as ordinary letters (not registered). If the buyer does not receive an invoice within 5 days of taking delivery of goods, they must immediately inform the vendor of this fact. Otherwise, they cannot later object that they did not receive an invoice.

5. The purchase price is considered to have been paid the moment funds have been credited to Ferona's account, paid to the cash desk, or to Ferona's driver.

6. Failure to pay the purchase price by the stipulated deadline is considered a serious breach of contract. In this case, Ferona has the right to charge late payment interest of 0.05 % of the outstanding amount for each day late or part thereof. Ferona also has the right to suspend delivery of goods that also follow from other agreements concluded with the buyer or to withdraw from other agreements concluded with the buyer.

IX.
Responsibility for defects

1. Ferona is responsible for defects in the goods the moment they are delivered to the buyer.

2. Immediately upon receiving the goods, the buyer must inspect them. The buyer must record any visible defects upon delivery on the appropriate document pursuant to Article V(3). Later claims concerning evident defects that could be found when taking deliver will be ignored. If the goods are delivered in their original packaging, which upon inspection is found to be undamaged, the buyer must perform an inspection immediately upon unwrapping, but in any case within 30 days of receiving the goods.

3. If the goods exhibit defects, Ferona must either replace the goods or eliminate these defects free of charge; Ferona has the right to choose which. Both contracting parties may also agree on an appropriate discount on the purchase price.

4. The buyer must always report defects in writing.

5. Unless agreed upon otherwise, the buyer relinquishes the right to a refund of the purchase price for the defective goods if within 30 days of the claim being recognized he does not return the goods to Ferona in the condition in which he received them.

X.
Final provisions

1. Legal relations between both contracting parties incurred based on a concluded purchase agreement are governed by provisions of Act No 89/2012, the Civil Code.

2. Disputes that ensue from a concluded purchase agreement that are not settled by the agreement of both contracting parties will be addressed by a local court with jurisdiction according to the address of the Ferona branch with which the purchase agreement was concluded.

3. These commercial terms and conditions apply to all deliveries of goods agreed upon following their issue.

4. These commercial terms and conditions apply as of 1 January 2015 and replace Ferona's prior commercial terms and conditions.

In Prague on 1 January 2015
Ing. František Kopřiva, m.p.
Director-General