Procurement Terms

                      General Terms and Conditions of Purchase

                      1. Definitions

                        Customer means any member of HC Group or PPF Group specified in the Purchase Order.

                        Deliverable(s) means hardware, software products or other products, licenses, consulting and other services provided by the Vendor to the Customer.

                        HC Group means any company directly or indirectly controlled by or under control with Home Credit Group B.V., with its seat at Strawinskylaan 933, Tow. B, lev. 9, 1077XX, Amsterdam.

                        PPF Group means any company directly or indirectly controlled by PPF Group N.V., with its seat at Strawinskylaan 933, Tow. B, lev. 9, 1077XX, Amsterdam.

                        Parties: means the Vendor and the Customer.

                        Pruchase Order means Customer's written instruction to supply the Deliverables, incorporating these Terms (the “PO”). The PO can be made either in writing or via an e-mail, in each case by an authorised representative/employee of the Customer.

                        Terms means these General Terms and Conditions of Purchase.

                        Vendor means any individual and/or the company providing Deliverables to the Customer.

                      2. General

                        The following Terms shall apply to PO and its processing, unless otherwise agreed in writing between the Parties. No other terms or conditions, other documents or the invoices of the Vendor shall be acknowledged unless they are expressly accepted in writing by the Customer. Any PO becomes binding between the Customer and the Vendor upon its acceptance by the Vendor in writing or via an e-mail. The Customer is entitled to cancel any PO prior to its acceptance by the Vendor. Neither the Vendor nor the Customer are aware of any routine or business practices that could be applicable to their contractual relationship. Under Section 558 (2) of the Act no. 89/2012 Coll., Civil Code, as amended (the “Civil Code”), the application of standard business practices or sectoral business practices is hereby explicitly excluded. Any agreement established between the Vendor and the Customer of the basis of a PO can be amended in writing only.

                      3. Purchase order

                        Any PO will be governed by these Terms. Any PO includes a "ship to" address and assumes a maximum delivery date within ninety (90) days from the date of signature of such PO by the Customer unless otherwise provided in such PO. Oral POs shall not be valid. Customer may change or cancel any PO for any Deliverables without giving any reasons for such change or cancellation provided that the Customer gives the Vendor a notice reasonably in advance of the date of the delivery specified in the respective PO.

                      4. Deliverables

                        Vendor agrees to perform/deliver the Deliverables described in any PO, in accordance with the PO and with these Terms. In addition to the specific requirements described in a PO, the Deliverables shall comply with all generally applicable quality and certification standards, and shall be suitable for intended purposes. The acceptance by the Vendor of a PO cannot be subject to any amendment (whether material or immaterial) to the terms of such PO, including (but not limited to) a reference to any Vendor’s general terms and conditions. The Vendor is not entitled to perform/deliver the Deliverables in an excess quantity without the Customer’s prior consent in writing or via e-mail. The Customer is not obliged to accept an incomplete or partial performance/delivery of Deliverables.

                      5. Offer

                        All offers generated by the Vendor for the procurement of the Deliverables to the Customer are to be understood to be free of charge. The Customer shall not be bound to issue a PO solely because the Customer has received any offer from the Vendor; any costs and expenses related to and arising from the preparation by the Vendor of an offer shall be borne exclusively by the Vendor. The right of the Vendor to claim compensation for damage pursuant to Section 1729 (2) shall, in accordance with Section 2898 of the Civil Code, be limited to damage caused by the Customer deliberately or by gross negligence (hrubá nedbalost).

                      6. Delivery

                        Delivery of the Deliverables shall be made pursuant to the date and place specified in the applicable PO. Vendor is fully responsible for the delivery. Risk of loss or damage of any Deliverables will pass from the Vendor to Customer upon the delivery of such Deliverables to the Customer, if not otherwise agreed by the Parties. All Deliverables shall be delivered DDP (Incoterms 2010 or latest edition) whereby the definitive location will be defined in the PO. If Vendor effects deliveries before the agreed delivery date, the Customer shall not be liable for any additional costs arising to the Vendor caused by early delivery. Vendor shall notify the Customer immediately if it appears that delivery cannot be made on time. If Vendor fails to effect delivery within the time specified in the PO, the Customer may terminate the PO and decline to accept the delivery without having to pay any compensation, damages or any additional costs, loss or expenses incurred by the Vendor that are attributable to the Vendor’s failure to deliver the Deliverables on time.

                      7. Shipment

                        Each delivery shall include a delivery note in original, and the shipping documents shall clearly state the subject matter of the delivery (such as the PO reference number, date of the delivery etc.). No charges that arise in connection with the transportation (for cartons, wrapping, packing, boxing or delivery etc.) shall be paid by the Customer. Any costs that arise in connection with a non-supply or incomplete issue of the proof of origin, as well as non-observance of shipping provisions, such as, in particular, customs duties, track storage charges, transfer charges and the like, shall be borne solely by the Vendor.

                      8. Packaging

                        The cost of packaging shall be met by the Vendor; any damages deriving from imperfect packaging or a negligence of those carrying out shipping shall be charged to and borne by the Vendor. The Vendor shall be responsible for any disposal of waste related to the delivery of Deliverables including but not limited to packaging materials.

                      9. Ownership

                        The ownership passes to the Customer upon the acceptance of the Deliverables by the Customer.

                      10. Acceptance

                        After receipt of any Deliverables the Customer will inspect and accept such Deliverables as “delivered and accepted” or reject a delivery within 15 (fifteen) business days from its receipt by notice of acceptation or rejection sent to the Vendor in accordance with these Terms in writing or by e-mail. If the Customer fails to accept or reject the Deliverables in accordance with the previous sentence, such Delivery is deemed to have been rejected. If the Vendor fails to remedy (correct) any defects or send supplementary Deliverables within 10 (ten) business days after receipt of a notice of defects, the Customer may terminate the PO and definitively reject the Deliverables, in which case the last sentence of Clause 6 shall apply accordingly.

                      11. Intellectual Property Rights

                        The Vendor guarantees that no Deliverables shall constitute an infringement of copyrights, patent, trademark or any other intellectual property rights or any other third party rights.

                      12. Default

                        If the Vendor fails to or refuses to supply and/or deliver any or all of the Deliverables in accordance with the specifications stipulated in the particular PO, the Vendor is in default. If the Vendor is in default by non-delivery of the Deliverables in accordance with the delivery date or term specified in the relevant PO, the Customer may at its sole discretion provide the Vendor with the additional period for performance of the delivery or terminate the PO. Regarding the latter, the extension shall be made by amending the particular PO. In the event of repeated defaults or if the Vendor gives the Customer legitimate reason to reasonably presume that the Vendor is not willing and/or able to fulfil any PO hereunder at all, clause regarding the termination of the PO shall apply. The individual agreements established by the acceptance by the Vendor of the individual PO submitted by the Customer shall not be construed as mutually dependent agreements within the meaning of Section 1727 of the Civil Code.

                      13. Prices

                        Customer shall pay Vendor the amount agreed upon and specified in the PO. Prices are in currency as agreed and stipulated in the PO. The official foreign exchange rate published by the Czech National Bank on the date of the invoice shall be used for the purpose of any currency conversion. All taxes, charges and duties except for VAT shall be borne by Vendor and are included in the price. Prices do not include VAT; VAT shall be added to the prices in the amount as specified by applicable law effective on the day of the issuance of an invoice. Prices stated in the PO shall be determined as fixed maximum prices. Vendor shall vary the prices only upon the prior written consent of Customer. All prices are to be understood as "DDP" (Incoterms 2010 or latest edition).

                      14. Invoices

                        An invoice shall be payable by the Customer within 45 days from the date of its delivery to the Customer. The original invoice for each PO shall be sent to the Customer indicating reference number of PO. Each invoice shall have elements of a tax documents as set in the relevant tax legislation. If the invoice does not have such requisites or if it contains incorrect information, the Customer shall return it to the Vendor within 5 business days from its delivery. A new invoice will be payable within 30 days of its delivery. The Customer will not be in default until it receives an amended invoice and such invoice will become due and payable. Vendor agrees that incorrectly issued and/or incomplete shipping documents and/or documentation may also result in an extension of a time for payment.

                      15. Payment

                        Vendor is entitled to issue an invoice upon the acceptance of the Deliverables in accordance with the respective PO. Payment will be effected by writing off from the Customer´s bank account. Remittance bank charges shall be borne by Vendor. No advance payment(s) will be provided by the Customer.

                      16. Taxes

                        Customer is not liable for any taxes of the Vendor that the Vendor is legally obligated to pay and which incur or arise in connection to the sale of Deliverables under the PO, unless otherwise stipulated by the law of a state where the Customer´s seat is located.

                      17. Penalties

                        In the event of late delivery the Vendor shall pay a contractual penalty to the Customer in the amount of
                        1 per cent of the total price of Deliverables under the respective PO for each day of delay, but not more than 10 % from the total price, if not agreed otherwise between the Parties. Payment of the contractual penalty does not exclude Vendor’s liability for any damages, loss or expenses incurred by the Customer as a result of Vendor’s default, in full amount.

                      18. Set-off

                        The Vendor shall not set-off any sums actually or supposedly owed to him by the Customer.

                      19. Confidentiality

                        The Vendor agrees to treat as confidential and to use any information provided to it by the Customer (including PO) only for the purpose of fulfilment of a PO, to give access to such information only on a need to know basis to its employees and not to transfer, publish, disclose or otherwise make available such information or any portion thereof to any third party without the Customer’s prior written consent. All information shall remain the Customer’s property and no licenses or rights are granted in any information. The Vendor shall, upon the Customer’s request, promptly return to the Customer or destroy all such information. The Vendor shall not use the name, logo, trademark, or any other reference to the Customer and shall not disclose the existence or the terms and conditions of PO, without the prior written consent of the Customer.

                      20. Privacy, Data Protection

                        The Vendor expressly acknowledges that the Customer, being a bank or similar financial institution, is bound by specific regulations regarding bank secrecy and data protection. Vendor expressly agrees to enter into any further agreements that the Customer may deem necessary in relation to bank secrecy and data protection.

                      21. Third party rights

                        Vendor shall fully compensate the Customer for all damages if a Deliverable breaches any third party rights and such third party calls for justified damages compensation.

                      22. Liability

                        Vendor shall be liable for damages caused to Customer by breach of Vendor‘s obligations stated in the PO and/or these Terms, in particular due to an improper, incomplete or delayed delivery, missing certification, defective consulting services or any other breach of PO and/or these Terms, unless Vendor proves that such damage (breach of his obligations) was caused by circumstances excluding his liability (force majeure).

                        The Customer shall not be liable to the Vendor or its affiliates for any incidental, indirect, special or consequential damages arising directly or indirectly out of, or in connection with the PO and/or these Terms, whether or not Customer was advised of the possibility of such damage.

                      23. Indemnification

                        Vendor shall fully indemnify the Customer and keep the Customer fully indemnified for any claims, demands, damage, loss, costs or expenses, made against or suffered by the Customer, caused by any breach by the Vendor of any of the terms and conditions set out herein or in the PO, whereby the Customer is entitled to claim compensation for both material and immaterial damage, within the meaning of Section 2894 (2) of the Civil Code.

                      24. Warranty/guarantee

                        Vendor expressly warrants and represents to the Customer that the Deliverables will be supplied in accordance with these Terms, PO and all other requirements of any statutory regulations and all Deliverables supplied shall be new, of good quality, design, materials, construction and workmanship and that all Deliverables confirm strictly to the specifications and industry standards and all other requirements of PO and any statutory regulations and are suitable for the intended purpose. The Vendor guarantees that the Deliverables will not show and/or have any defect in the meaning of Section 2099 of the Civil Code, whether concerning their function, their look or any other of their common or agreed upon properties. In case of non-compliance the Deliverables with PO and/or this clause, Customer may at its own discretion reject the Deliverables which do not comply with the agreed provisions by a notice delivered to the Vendor in writing or by e-mail. If the Vendor breaches the PO and/or these Terms non-fundamentally, the Customer may, at its own discretion, demand either delivery of the missing Deliverables and/or elimination of defects in the Deliverables, or a reduction of the price. Moreover, if the Vendor breaches the PO and/or these Terms fundamentally, the Customer is, at its sole discretion, entitled to exercise any of the rights conferred on him by Section 2106 (1) of the Civil Code, whereby the consent by the Vendor to the retraction by the Customer of a right that has been already exercised cannot be unreasonably withheld. The decision as to whether a defective Delivery constitutes a fundamental or non-fundamental breach of the PO and/or these Terms is at the Customer’s sole discretion. The application of Section 2107 (3) of the Civil Code is hereby explicitly excluded. If the Deliverables are defective contrary to its guarantee, the Vendor will indemnify the Customer for damages caused by the non-compliance by the Vendor with its guarantee. In such event no additional cost shall be incurred by the Customer. The Vendor agrees to make spare parts available to the Customer for a period of minimum 5 (five) years from date of acceptance of the Deliverables by the Customer. Warranty for the delivered Deliverables is 24 months from the date of acceptance of the Deliverables by the Customer, whereby the Deliverables shall preserve their customary character and their usability for the customary purpose during the entire warranty period.

                      25. Limitation of Rights

                        All rights of the Parties arising out of any agreement established on the basis of a PO in respect of which the limitation period can (under Section 630 of the Civil Code) be negotiated for a period longer than the generally applicable period shall lapse within 15 years of the date on which the right could have been exercised for the first time.

                      26. Termination

                        Customer may terminate the PO upon a written notice to the Vendor if the Vendor breaches his duties arising from the PO and/or these Terms or if the Vendor files a petition for its bankruptcy or becomes insolvent. The Customer may furthermore terminate with notice the agreement established by a PO at anytime with or without giving any reason for termination and without further obligations to Vendor except for payments due prior to the effective date of termination. The term of notice shall be 1 (one) calendar month and shall start on the date of delivery of the notice to the Vendor, unless agreed otherwise between the Parties.

                      27. Notices

                        All notices shall be in writing and sent to the Vendor’s or Customer’s authorized contacts agreed upon and shall be deemed given when (a) given personally with signing of delivery by other party or, (b) sent by mail or confirmed facsimile or, (c) sent by courier with written confirmation receipt or, (d) by registered post.

                      28. Miscellaneous

                      Negotiations/Information

                      The Vendor and the Customer have communicated to each other all actual and legal factors which they knew or should have known about at the date of the respective PO, and which are relevant to the conclusion of the respective PO.

                      Force majeure

                      Neither the Vendor nor the Customer shall be liable for delay, error, failure or interruption of performance of the obligations arising from the PO and/or these Terms if the delay or failure resulted from extraordinary, unforeseeable and compelling circumstances within the meaning of Section 2913 of the Civil Code, including but not limited to, act of God or governmental act, flood, fire, explosion, civil commotion or industrial dispute (other than that involving its own employees, agents or sub-Vendors).

                      Severability

                      If any provision of the PO and/or these Terms shall be deemed to be invalid, illegal or unenforceable in any respect, then the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

                      Assignment

                      The Vendor may not assign any agreement established on the basis of a PO or otherwise transfer its rights or obligations (whether wholly or in part) or delegate any duty or obligation arising from a PO and/or these Terms without the prior written consent of the Customer. Any assignment or transfer without such consent shall be null and void.

                      Retention of deliveries

                      Under no circumstances Vendor shall be entitled – for whatever reasons – to delay and/or retain its performance and/or deliveries. Moreover, Vendor shall not be entitled to detain materials supplied by the Customer.

                      Insurance

                      The Vendor shall maintain sufficient insurance coverage to meet its obligations arising from the PO and/or these Terms and from applicable law. Upon request, Vendor will deliver to the Customer a proof of such insurance coverage.

                      Subcontracting

                      The Vendor shall not, without the Customer’s prior written consent, subcontract all or part of the supply of Deliverables under PO and/or these Terms.

                      Import Licenses

                      The Vendor is responsible for (i) obtaining all licenses, permits, or approvals that may be required to import any Deliverables into the country of designated delivery, (ii) clearing any Vendor’s Deliverables through customs promptly upon their arrival in the country of designated delivery, and (iii) paying any taxes relating to the foregoing. At Customer’s request the Vendor shall provide the Customer with copies of all relevant import and customs clearance documentation relating to Deliverables provided by the Vendor in accordance with PO and/or these Terms.

                      Material Chan

                      Each Party accepts the risk of material change of circumstances pursuant to Section 1765 (2) of the Civil Code. The right of each party to request the renegotiation of any agreement established on the basis of a PO pursuant to Section 1765 (1) of the Civil Code is hereby explicitly excluded.

                      Laesio Enormis

                      The application of Section 1793 (1) of the Civil Code is hereby explicitly excluded.

                      Special Clauses

                      The application of Sections 1799 and 1800 of the Civil Code is hereby explicitly excluded.

                      Governing Law, Jurisdiction

                      These Terms shall be governed by and construed in accordance with the laws of the Czech Republic, in particular the Civil Code, and Czech courts shall have an exclusive jurisdiction in any dispute arising from any PO or these Terms.

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