General Terms and Conditions of Sale

1. Scope and Form

1.1 These General Terms and Conditions of Sale (the “GTC”) govern contractual relationships in which Stellar Exploration, s.r.o. acts as the seller or provider of performance (the “Seller”) and the other contracting party as the customer (the “Customer”). The GTC apply only where the Customer acts during its business or other professional activity when entering into or performing the contract, including where the Customer is a legal entity or a public-law entity. These GTC do not apply to contracts with consumers.

1.2 GTC apply to the sale and delivery of movable goods, equipment, components, software and related documentation (the “Goods”) and to related services, work, development, integration, installation, testing or other activities (the “Services”; the Goods and Services together, the “Performance”). “Contract” means an individual contract, an order accepted by the Seller, an order confirmation or another document based on which the Seller becomes obliged to provide the Performance (the “Contract”).

1.3 These GTC shall become part of the Contract if the Seller refers to them in an offer, order confirmation, Contract or other contractual document and the Customer was provided with them or otherwise demonstrably given access to them before the Contract was concluded. For a particular Contract, the version of the GTC effective at the time the Contract is concluded shall apply unless expressly agreed otherwise.

1.4 These GTC shall apply exclusively. The Customer’s terms and conditions, including terms stated in its order, portal or other document, shall not become part of the Contract unless the Seller expressly approves their application in writing. Acceptance of an order, delivery of the Performance or acceptance of payment without reservation does not constitute the Seller’s consent to the Customer’s terms and conditions.

1.5 In the event of any conflict, the following shall prevail: (i) individual written agreements in the Contract or order confirmation, (ii) a technical specification, Statement of Work or other document expressly incorporated into the Contract, and (iii) these GTC. Amendments or deviations shall be effective only to the extent expressly approved by the Seller in writing.

1.6 Legally significant notices and statements relating to the Contract may be made in text form, by e-mail, unless applicable law or the Contract requires a stricter form for a particular act. Notices must be sent to the contact details stated in the Contract or to another demonstrably communicated address.

1.7 References to legislation are for explanatory purposes only. The relevant statutory provisions shall apply even without an express reference if they have not been modified or excluded, to the extent permitted by law, by these GTC or the Contract

2. Conclusion of the Contract and Amendments

2.1 The Seller’s offers are non-binding unless the offer expressly states that it is binding and are subject to written confirmation by the Seller. Catalogues, presentations, technical documentation, drawings, calculations, budgets, product descriptions and other materials are for information purposes unless expressly incorporated into the Contract.

2.2 The Customer’s order shall constitute a binding offer to conclude the Contract. Unless otherwise stated in the order or offer, the Seller shall be entitled to accept the order within 30 days of its receipt. The Contract is concluded by the Seller’s written confirmation of the order, by signing the Contract, or by commencing or providing the Performance, whichever occurs first.

2.3 Any changes to the scope of the Performance, technical requirements, price or deadlines after the Contract has been concluded require agreement between the parties. The Seller shall not be obliged to implement a change before its impact on the price, schedule, technical solution and other relevant conditions has been agreed in writing.

2.4 The Seller shall be entitled to provide and invoice partial or early Performance if this does not disproportionately affect the purpose of the Contract or the Customer’s legitimate interest.

3. Delivery periods, delay and circumstances beyond the Seller’s control

3.1 Delivery dates and periods are set out in the Contract or order confirmation. Unless a date is expressly designated as binding or fixed, it is an estimated date. The delivery period shall commence only after receipt of all documents, cooperation, advance payment or other performance from the Customer that is necessary under the Contract for the Seller to commence or continue performance.

3.2 If the Seller is unable to meet a binding deadline due to a circumstance that it could not influence or reasonably overcome despite exercising reasonable professional care, in particular due to force majeure, war, terrorism, natural events, epidemic, fire, strike, interruption of energy or transport supplies, measures of a public authority, sanctions, delay in obtaining an export or other public-law permit, or a serious supply-chain disruption, the deadline shall be extended by the duration of the impediment and by a reasonable period required to resume performance. The Seller shall inform the Customer without undue delay of any known impediment and its anticipated impact.

3.3 If an impediment under Article 3.2 lasts for more than 90 days and its termination cannot reasonably be expected, either party shall be entitled to terminate the unperformed part of the Contract by written notice. Payments received for the unprovided part of the Performance shall be returned to the Customer; this shall not affect the Seller’s claims for payment for Performance already provided and costs incurred for reasons attributable to the Customer.

3.4 If the Seller is in delay for a reason for which it is responsible, the Customer must, before exercising its right to withdraw from the Contract, provide the Seller with a reasonable additional period for performance, generally at least 10 business days, unless applicable law permits withdrawal without an additional period, in particular in the event of a material breach of the Contract. Claims for compensation shall be governed by Article 9.

4. Delivery, Incoterms®, Transfer of Risk and Acceptance

4.1 Unless otherwise stated in the Contract or order confirmation, the Goods shall be delivered under FCA Beranových 130, Letňany, 199 00 Prague 9, Czech Republic – Incoterms® 2020. If another Incoterms® 2020 rule is agreed, that rule and the named place stated in the Contract or order confirmation shall prevail for the allocation of costs, transport obligations, customs clearance, insurance and transfer of risk of damage.

4.2 If no Incoterms® 2020 rule is used, the risk of accidental loss of or damage to the Goods shall pass to the Customer upon acceptance; if the Goods are shipped at the Customer’s request by a carrier, the risk shall pass upon handover of the Goods to the first carrier. Transfer of title shall be governed by Article 6 and is independent of the transfer of risk of damage.

4.3 Unless otherwise agreed, the Seller shall be entitled to choose suitable packaging, method of transport and carrier. Transport costs, insurance, import customs clearance, duties, taxes and other public charges shall be borne by the party to which the relevant obligation is allocated by the agreed Incoterms® 2020 rule or the Contract.

4.4. If the Contract requires formal acceptance of Services, work or installed Goods, the Seller shall notify the Customer that the Performance is ready for acceptance. The Customer shall inspect the Performance without undue delay, and no later than within 10 business days, and sign the acceptance report or state in writing the specific defects preventing acceptance. If the Customer does not refuse acceptance within this period by specifying such defects, the Performance shall be deemed accepted on the following business day, provided that the Seller has enabled its proper inspection. Minor defects that do not prevent safe and customary or agreed use shall not constitute grounds for refusing acceptance and shall be recorded in the acceptance report.

4.5 If the Customer is in delay with acceptance or fails to provide the required cooperation, the Seller shall, after prior notice, be entitled to store the Goods at the Customer’s cost and risk, to require reimbursement of reasonably incurred additional costs and compensation for resulting loss. This shall not affect the Seller’s right to payment of the price if the statutory or contractual conditions for its due date are met.

5. Prices and Payment Terms

5.1 Unless otherwise stated in the Contract, prices are exclusive of VAT and other taxes and public charges. VAT at the statutory rate shall be added to the price where applicable. The price includes only the scope of Performance expressly agreed in the Contract; changes in scope shall be settled pursuant to Article 2.3.

5.2 Unless an advance payment, milestone payment or other due date has been agreed, the price shall be due within 14 calendar days of delivery of a proper invoice to the Customer, but not earlier than after delivery of the relevant Goods or provision of the relevant Service. The Seller shall be entitled to issue and deliver invoices electronically.

5.3 The Seller shall be entitled to require a reasonable advance payment, payment in advance or other security if agreed or if, after conclusion of the Contract, the Customer’s creditworthiness materially deteriorates, or other objective reasons arise indicating a risk to payment of the price. Until the required security is provided, the Seller may reasonably suspend the part of the Performance that is not yet due.

5.4 If the Customer is in delay with a monetary debt, the Seller shall be entitled to claim statutory default interest pursuant to Section 1970 of Act No. 89/2012 Coll., the Civil Code, in conjunction with Government Regulation No. 351/2013 Coll., as amended. If the statutory conditions are met, the Seller shall also be entitled to the minimum compensation for costs associated with pursuing each claim in the amount stipulated by the said regulation, as well as compensation for any further demonstrable loss or costs to the extent permitted by law.

5.5 The Customer may set off against the Seller’s claim only its due claim that the Seller has acknowledged in writing or that has been finally adjudicated, unless such restriction cannot be applied under mandatory law. The Customer may exercise a right of retention only in respect of a claim arising from the same Contract.

5.6 If, after conclusion of the Contract, it becomes apparent that payment of the price is seriously jeopardized by the Customer’s insufficient creditworthiness, the Seller shall be entitled, in accordance with applicable law, to require reasonable security, refuse or suspend Performance not yet provided, and, after the expiry without result of a reasonable period for providing security, withdraw from the unperformed part of the Contract. The same shall apply in particular upon commencement of insolvency proceedings against the Customer or repeated late payment.

6. Retention of Title

6.1 Pursuant to Section 2132 et seq. of Act No. 89/2012 Coll., the Civil Code, the Seller retains title to each delivered Good until the purchase price for that Good has been paid in full. The risk of damage to the Goods shall pass to the Customer pursuant to Article 4 irrespective of the duration of the retention of title.

6.2 Until title passes, the Customer shall protect the Goods with due care and, where possible, keep records of and mark them so that they are identifiable. Without the Seller’s prior written consent, the Customer may not pledge the Goods, transfer them as security or otherwise encumber them in favour of a third party. The Customer shall immediately inform the Seller of any enforcement, execution, insolvency proceedings or other third-party intervention concerning the Goods

6.3 Without the Seller’s prior written consent, the Customer shall not, before full payment, further sell, transfer, consume, process or permanently incorporate the Goods, unless the nature of the Contract or the agreed purpose of the Goods clearly implies otherwise. Granting consent shall not affect the Customer’s obligation to pay the purchase price in full.

6.4 If the Seller requires the retention of title to be effective also against the Customer’s creditors or other third parties, the Customer undertakes to provide, without undue delay, cooperation necessary to conclude or confirm an agreement in the form required by Section 2134 of the Civil Code, or to perform another necessary legal act.

7. Intellectual Property Rights, Documentation and Customer Materials

7.1 Unless expressly agreed otherwise in the Contract, all intellectual property rights, including copyrights and rights to software, technical solutions, designs, drawings, calculations, models, manufacturing processes, know-how and documentation, that existed before conclusion of the Contract or that are created by the Seller or its subcontractors in performing the Contract shall remain with the Seller or the relevant rights holder. Delivery of the Goods shall not transfer such rights beyond the licence under Article 7.2.

7.2 To the extent necessary for proper use of the delivered Performance, the Seller grants the Customer a non-exclusive, territorially unrestricted and, for the duration of the relevant proprietary rights, time-unlimited right to use the delivered documentation and software for operation, maintenance, servicing and integration of the Goods in accordance with the Contract. The right may be transferred only together with the Goods or the product of which the Goods form part, and to the necessary extent may be granted by way of a sublicense to the end user. Source code, manufacturing documentation, design data and the right to reproduce or manufacture the Goods are not included in the licence unless otherwise agreed in writing.

7.3 Materials, software, components, tools, samples, drawings, data and other materials provided by the Customer to the Seller (the “Customer Materials”) must be suitable for the agreed purpose, comply with the technical specifications and be delivered to the Seller on time, properly packaged and at the Customer’s cost and risk to Beranových 130, Letňany, 199 00 Prague 9, unless otherwise agreed.

7.4 The Customer is responsible for the accuracy and completeness of the Customer Materials and warrants that their use by the Seller in accordance with the Contract will not infringe third-party rights. If a third party asserts a claim against the Seller solely as a result of the Customer Materials or a binding instruction of the Customer, the Customer shall reimburse the Seller for reasonably incurred costs and loss to the extent attributable to the Customer.

7.5 The Seller is not obliged to carry out an incoming inspection of the Customer Materials beyond ordinary professional care unless such inspection has been agreed. If the Seller discovers a defect, discrepancy or unsuitability of the Customer Materials, it shall notify the Customer without undue delay after it could have discovered it in the ordinary course of performance.

7.6 The Seller shall handle tangible Customer Materials with reasonable professional care. Liability for their loss or damage shall be governed by Article 9. At the Customer’s written request and expense, the Seller shall arrange reasonable insurance if such insurance is reasonably available.

7.7 If the Customer Materials are defective, incomplete, late or otherwise unsuitable, the Seller shall be entitled to suspend Performance to the necessary extent; deadlines shall be extended accordingly, and the Customer shall reimburse reasonably incurred additional costs if the cause cannot be attributed to the Seller.

8. Defective Performance and Warranty Rights

8.1 The Customer’s rights arising from defective performance shall be governed by Sections 2099 et seq. of the Civil Code, unless these GTC or the Contract provide otherwise to the extent permitted by law. The agreed properties of the Goods or Services are those expressly stated in the Contract, order confirmation or technical specification expressly incorporated into the Contract. Catalogue, marketing or other public statements shall be binding only if expressly incorporated into the Contract.

8.2 The Seller shall not be liable for a defect to the extent caused by ordinary wear and tear, improper storage, installation, operation or maintenance contrary to the documentation, unauthorized modification or repair, use outside the agreed conditions, integration with unapproved elements, or a defect in the Customer Materials or binding specification provided by the Customer, unless the Seller has expressly assumed responsibility for the suitability of such solution.

8.3 The Customer shall, where possible, inspect the Goods as soon as possible after the transfer of risk of damage and verify their properties and quantity. The Customer shall notify the Seller in writing of an apparent defect without undue delay, no later than within 5 business days of delivery or acceptance. The Customer shall notify the Seller in writing of a hidden defect without undue delay, no later than within 5 business days of discovering it, and in any event no later than within the period specified in Section 2112 of the Civil Code. This shall not affect the limitation of the Seller’s objection in the cases referred to in Section 2112(2) of the Civil Code.

8.4 A defect notice must, to a reasonable extent, contain identification of the Goods or Service, a description and manifestations of the defect, the date on which it was discovered and available materials enabling its assessment. The Customer shall allow the Seller to verify the defect and, until it has been examined, shall not carry out interventions that could make it more difficult to determine the cause, unless the intervention is necessary for safety reasons or to avert imminent damage.

8.5 If a defect is duly and timely notified, the Seller shall have the first right to choose an appropriate method of remedying the defect, in particular repair or replacement, unless the chosen method is impossible, disproportionate or contrary to mandatory law. The Customer shall provide the Seller with reasonable time, cooperation and access to the Performance and, upon request, hand over or send the claimed Goods for assessment.

8.6 If the Seller fails to remedy the defect within a reasonable time, refuses to remedy it or the remedy repeatedly fails, the Customer may, to the extent permitted by law, request a reasonable discount or, in the event of a material breach of the Contract, withdraw from the Contract with respect to the defective Performance. An immaterial defect that does not prevent safe and agreed use does not in itself establish a right to withdraw.

8.7 If the existence of a defect for which the Seller is responsible is proven, the Seller shall bear the reasonably incurred costs necessary to verify and remedy it to the extent stipulated by law and the Contract. If a claim proves manifestly unjustified and the Customer knew or should have known this with due care, the Customer shall reimburse the Seller for reasonable and demonstrable costs of diagnostics, transport and labour.

8.8 In an urgent case where safety is immediately threatened or disproportionately high damage is imminent, the Customer may carry out the necessary remedy itself or through a third party, if it informs the Seller in advance where reasonably possible. The Seller shall reimburse only reasonable and objectively necessary costs to the extent that it is responsible for the defect.

8.9 A quality warranty is provided only if the Seller expressly provides it in writing in the Contract, order confirmation or warranty document. The scope, duration and conditions of such warranty shall be governed by the relevant document; if no warranty is expressly provided, the Customer shall have only the rights arising from defective performance under applicable law and the Contract.

9. Liability and Limitation of Damages

9.1 Unless otherwise provided in these GTC or the Contract, the Seller shall be liable for breach of contractual and non-contractual obligations under applicable law, in particular Act No. 89/2012 Coll., the Civil Code.

9.2 To the extent permitted by law to limit liability in advance, the Seller shall be liable only for actual financial loss that was reasonably foreseeable at the time of conclusion of the Contract. The Seller’s total aggregate liability for financial loss arising from or in connection with one Contract shall be limited to an amount equal to 100% of the net price of the Performance to which the damaging event relates. To this extent, the Seller shall not be liable for loss of profit, loss of production or operation, loss of business opportunity, indirect or consequential damage, or loss of or damage to data.

9.3 The limitations under Article 9.2 shall not apply where exclusion or limitation of liability is impermissible, to damage caused intentionally or by gross negligence, damage to natural rights of a person, death or personal injury, or mandatory liability for damage caused by a defective product. To the extent permitted, the limitations shall also apply to the personal liability of the Seller’s employees, governing-body members, representatives and subcontractors.

9.4 In the event of a breach of an obligation that does not consist of defective Performance, the Customer may withdraw from the Contract only under the conditions set by applicable law or the Contract, generally after the expiry without result of a reasonable additional period for remedy, unless the breach is material or another case exists in which an additional period is not required by law.

9.5 If a third party asserts against the Customer a claim for infringement of intellectual property rights as a result of use of Goods or documentation supplied by the Seller in accordance with the Contract, the Customer shall inform the Seller in writing without undue delay and allow it to participate reasonably in the defence. The Seller may, at its discretion, obtain the necessary authorization, modify the Performance or replace it with an equivalent solution. If no such solution is reasonably possible, the Seller may take back the affected Performance and refund a reasonable portion of the price paid. The Seller shall not be liable for claims caused by the Customer’s specification or materials, modification made without the Seller’s consent, combination with other elements not approved by the Seller, or use outside the agreed purpose.

10. Limitation Period

10.1 To the extent permitted by Section 630 of the Civil Code, the limitation period for the Customer’s rights arising from defective performance and contractual claims based on the same defect is agreed to be one year from the date on which the relevant right could first have been exercised.

10.2 Article 10.1 shall not apply if the law does not permit shortening of the limitation period, to the detriment of the weaker party or in respect of rights arising from harm to liberty, life or health or from an intentional breach of an obligation. Claims arising from gross negligence, mandatory liability for damage caused by a defective product and other claims not covered by Article 10.1 shall be subject to the statutory limitation periods. An expressly provided quality warranty shall be governed by the period stated in the relevant warranty provision.

11. Export Control, Sanctions and Compliance

11.1 Delivery, export, re-export, transfer, use or resale of the Goods, software, technologies or technical documentation may be subject to Czech, EU or other applicable export-control and economic-sanctions regulations, in particular Regulation (EU) 2021/821 of the European Parliament and of the Council, as amended, Act No. 594/2004 Coll., as amended, and applicable European Union sanctions regulations. Where the laws of a third country apply to specific Performance, in particular the U.S. EAR or ITAR, they shall also apply to the extent legally binding for that Performance.

11.2 The Customer undertakes to comply with all applicable export-control and sanctions regulations, not to use or transfer the Performance to a prohibited end user, for a prohibited end use or to a prohibited country, and, upon the Seller’s request, to provide truthful information and documents in a timely manner regarding the end user, end use, destination country, re-export and other facts necessary to assess regulatory obligations. In any further transfer, the Customer shall ensure that these obligations are appropriately passed on to the subsequent transferee.

11.3 If the Performance requires a licence, permit or other approval from a public authority, the Seller’s relevant obligation shall be conditional upon obtaining and maintaining such authorization. The Seller shall be entitled to suspend, refuse or terminate Performance to the affected extent if the required authorization is not granted, is suspended or withdrawn, or if the Seller has reasonable grounds to suspect that performance would violate applicable export-control or sanctions regulations. Such suspension or non-performance shall not constitute delay by the Seller if the cause was not caused by a breach of its obligation.

12. Governing Law, Dispute Resolution and Final Provisions

12.1 These GTC, the Contract and all legal relationships between the Seller and the Customer shall be governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code, as amended, without application of conflict-of-law rules that would lead to the application of another legal system. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

12.2 Disputes arising from or in connection with the Contract shall be decided by the courts of the Czech Republic. To the extent permitted by applicable law to agree in writing on territorial jurisdiction, the parties agree pursuant to Section 89a of Act No. 99/1963 Coll., the Code of Civil Procedure, that the court with subject-matter jurisdiction in whose district the Seller has its registered office shall have territorial jurisdiction. The Seller shall also be entitled to bring its claim before the court having general jurisdiction over the Customer, where permitted by applicable procedural law.

12.3 If any provision of these GTC is or becomes wholly or partly invalid, ineffective or unenforceable, this shall not affect the validity of the remaining provisions. The relevant statutory provision shall apply in place of the affected provision; if necessary, the parties undertake to replace the affected provision with a valid agreement that most closely reflects its economic purpose.