General Terms and Conditions (hereinafter referred to as GTC) of 100MEGA Distribution s.r.o., with its registered office in Brno, Železná 7, Postal Code 619 00, Company ID No. 60707968

I. General provisions

1. These General Terms and Conditions (hereinafter referred to as GTC) govern the contractual relations between 100MEGA Distribution s.r.o. (hereinafter referred to as the seller) and the customer (hereinafter referred to as the buyer).

2. Legal relations not expressly governed by these GTC or by the contract between the seller and the buyer shall be governed by the relevant provisions of the Czech Civil Code, as amended, and related regulations.

3. The seller declares that when placing goods on the market, it fulfills its obligations under Act No. 22/1997 Coll., as amended, on technical requirements for products, and that the Declaration of Conformity within the meaning of Section 13 of this Act is available from the manufacturers. 4. The Buyer is aware that the purchase of products offered by the Seller does not entitle the Buyer to use any registered trademarks, trade names, company logos or patents of the Seller or other entities, unless otherwise agreed in a specific contract.

5. The buyer does not acquire any copyrights to the delivered software products and is not entitled to interfere with, copy, or otherwise modify or transform them.

6. The sales portal of 100MEGA Distribution s.r.o. is available at https://www.enbat.eu

7. Upon registration in the customer database, each buyer will receive a login from the seller via email, which they will provide in the registration form as their contact information, and they undertake to keep their assigned password secret to prevent misuse and to make the password available only to persons who are legally authorized to act on their behalf. If they have not been assigned a login, have forgotten it, etc., they shall contact their sales representative – i.e. the seller's contact person – who will ensure that a login is assigned and sent to the buyer.

II. Rights and obligations of the seller and buyer

1. Each individual order of the buyer must contain at least: - the buyer's business name, including its registered office and the person authorized to act on its behalf - the numerical designation of the goods according to type, as specified in the seller's price list, or other precise identification of the goods ordered, and the price, quantity of goods, and place of performance.

2. Based on the buyer's proper order, the seller shall issue a confirmation of its acceptance, confirming the type of goods, their estimated price, and quantity. If the seller confirms the acceptance of the order only for part of the goods specified in the order, the contract is concluded only for the confirmed goods. The buyer is not entitled to refuse such partial acceptance of the order.

3. The seller is obliged to deliver the ordered goods properly and on time to the agreed place of performance, and the buyer is obliged to take delivery of the ordered goods and pay for them properly and on time. The performance period is agreed in favor of the seller, who may change it. The seller shall notify the buyer of any change in the performance period via the sales portal by changing the date in the "not delivered" field in the "undelivered goods" section, with the proviso that the period specified in Article III shall be added to the specified value. In the event of a change in the performance period, the buyer is not entitled to withdraw from the contract.

4. The rights and obligations of the parties relating to differences in quality, quantity, agreed parameters or other characteristics are set out in the Seller's valid Complaints Procedure.

5. By concluding a purchase contract for goods between the parties and subsequently taking physical possession of the goods, the buyer expresses their agreement with the seller's Complaints Procedure.

6. The seller is obliged and at the same time entitled to deliver the goods in the required or ordered quantity and quality. The buyer is obliged to accept the delivered goods if the type, quantity, and quality ordered have been delivered.

7. The seller is not obliged to conclude further purchase contracts with the buyer, especially if the seller has any outstanding claims against the buyer after the due date. The delivery period for goods for which a purchase contract has already been concluded shall be extended by the period during which the seller is entitled not to conclude a purchase contract with the buyer. Unless otherwise agreed between the parties, the seller is under no obligation to conclude a purchase contract with the buyer.

8. If goods marked "personal collection" that have not been paid for in advance are not collected within 5 days of the invoice being issued, the seller is entitled to withdraw from the delivery of such goods without notifying the buyer.

9. The buyer undertakes to comply with the ban on trade with countries, organizations, and people subject to sanctions imposed by the EU or the UN. All information about these restrictions can be found here.

A list of countries to which it is prohibited to deliver goods can be found after logging into the Dell partner program here.

III. Distribution of goods and methods of acceptance

1. The buyer is entitled to collect the goods at the seller's registered office, warehouse or place of business, or is entitled to have the goods delivered to the place of destination. The seller is obliged to dispatch the delivery within a maximum of 2 working days from the moment the following conditions are met: a) receipt of the goods by the seller from its suppliers and b) payment of the invoiced purchase price or advance payment on the purchase price in the specified amount by the buyer. If the buyer is entitled to collect the goods against an invoice with a due date, condition b) of the previous sentence shall not apply, provided that at the time of dispatch, the purchase price for the goods is not past due under other contracts concluded between the seller and the buyer.

2. The place of performance is the registered office, warehouse, or place of business of the seller, unless the contracting parties agree otherwise in a specific case. The seller's obligation to deliver the goods is fulfilled upon personal collection by the buyer, otherwise upon handover of the goods to the first carrier for transport by the seller. At this moment, the risk of any damage to the goods shall pass to the buyer.

In the case of personal collection of a product subject to ADR transport conditions, the buyer is obliged to proceed in accordance with 1.1.3.1 (a) ADR.

3. The acceptance of the goods shall be confirmed on the delivery note or other similar document by the buyer's representative, who shall provide at least the following information:
- first and last name in block letters,
- signature.

The buyer undertakes to ensure that the goods are taken over and the delivery note is confirmed only by a person authorized to do so.

4. The buyer is obliged to inspect the goods as soon as possible after the transfer of the risk of damage and to take them over. The inspection must be carried out by the buyer in such a way as to detect all defects that can be detected with professional care. In the event of refusal of properly delivered goods, the buyer is obliged to pay all costs incurred by the seller in connection with the business transaction, as well as any damage incurred by the seller.

5. In the case of delivery of goods by a carrier, the buyer is obliged to check the information on the delivery note before signing the list upon receipt of the goods. If these do not correspond to the actual state, the original packaging is damaged or otherwise degraded (i.e., cardboard box for parcel shipments, stretch film for pallet shipments) or the original unique tape is damaged or, in the case of pallet shipments, the number of packages on the pallet does not match), the buyer is obliged to note this fact on the carrier's delivery note and draw up a damage report with the carrier, or refuse the goods as a whole, and then inform the seller of this fact without delay. If it was not possible to detect obvious or transport-related defects in the goods delivered by the carrier with professional care upon receipt of the goods, the buyer shall inform the seller of this fact without delay.

If it was not possible to detect obvious defects or defects caused by transport of the goods delivered by the carrier with professional care upon receipt of the goods, the buyer is obliged to report these defects to the carrier on the goods received within three working days of delivery at the latest. The buyer is obliged to inform the seller of this fact without delay.

If the buyer does not receive the shipment from the seller within 14 days of the shipment being sent by the seller to the buyer, the buyer is obliged to report this fact no later than on the 15th day after the shipment was sent by the seller to the buyer. The date of dispatch of the shipment by the seller to the buyer can be found after logging into the sales portal in the "shipment" section. If, upon personal collection, the buyer receives goods that are mechanically or otherwise visibly damaged at the time of receipt, or do not correspond to the information on the delivery note or accompanying documentation, they are obliged to report this fact immediately in a conclusive manner to the warehouse manager or the seller's service department.

If the buyer does not report defects in the goods that are detectable during inspection within the above-mentioned deadlines, the delivery shall be considered complete and free of defects. This does not affect the right to claim defective and non-functional parts and components in accordance with the Complaints Procedure.

6. If the buyer asks the seller to hold the agreed shipment and store it, they agree to pay the seller the costs associated with storing the goods.

IV. Packaging and packing of goods

The goods must be packed in the usual manner, in accordance with the agreed or selected terms of delivery, so that the goods are protected from damage and destruction throughout the entire period of transport, while maintaining the appropriate professional care by the seller's employees or the carrier.

V. Price of goods

1. The price of the goods is determined by agreement between the parties. The price of the goods is governed by the price list, unless otherwise specified. The seller reserves the right to change the price of the goods even during the period of validity of the price list. The parties may agree on a price for the goods that differs from the price specified in the price list in the form of an order confirmed by the seller. This provision does not affect the seller's right under Article V.7.

2. The shipping cost is calculated based on the quantity, weight, and volume of the shipment after it has been added to the cart and the destination country has been selected..

3. Unless otherwise agreed by the contracting parties, the price of the goods includes the price of packaging.

4. An order processing and handling fee is charged for each order. Information about this fee will be displayed in the second step of the shopping cart after selecting the shipping and payment methods.

5. The seller is entitled to make reasonable adjustments – increase the purchase price of the goods compared to the prices in the price list even during the period from the delivery of the order to the date of delivery of the goods, especially if there is a change in the exchange rate of the CZK against the EUR or USD or a change in the purchase price of the goods by the seller's suppliers. At the buyer's request, the seller is obliged to document the facts that led to the adjustment of the purchase price.

6. The buyer is entitled to sell the goods purchased from the seller to other business partners in their own name. The buyer may not associate products and services that do not originate from the seller with their person.

VI. Invoicing, payment terms and transfer of ownership

1. For specific purchases, the seller and the buyer shall generally agree on one of the following payment methods:
a) cash and credit card payment upon purchase of the goods,
b) payment in advance by bank transfer to the seller's account,
c) cash on delivery upon delivery of the goods,
d) payment based on an invoice with a due date issued by the seller, if the buyer is entitled to such a method of payment under other agreements.

2. The price of the goods is paid on the basis of an invoice issued by the seller. The seller is obliged to issue the invoice without undue delay. The due date of the invoice is the date of maturity stated on the invoice.

3. The seller issues credit notes only under the following conditions:
a) in the event of a complaint where, for reasons beyond the seller's control, it is not possible to secure and provide the same or equivalent replacement goods
b) if the delivered goods do not correspond to the order
c) in the event of cancellation of correctly delivered goods, point III.4, second sentence of these GTC shall apply.

The amount of the credit note shall either be sent to the account or offset (if the buyer has an open credit account with the seller and purchases on invoice).

4. Ownership of the goods passes to the buyer upon full payment of the purchase price. Payment of the purchase price means the crediting of the entire purchase price to the seller's account.

VII. Contractual penalties and sanctions

1. In the event of a delay in payment by the buyer, the buyer is obliged to pay the seller a contractual penalty of 0.1% of the amount due for each day of delay, including partial days.

2. The seller is entitled to demand a contractual penalty if the buyer is in default with the fulfillment of a monetary obligation for more than 14 days. If the buyer is in default with the payment of a monetary obligation for more than 14 days, the buyer shall be obliged to pay the seller a contractual penalty from the beginning of the default. The contractual penalty shall be payable immediately upon the seller's entitlement to claim it from the buyer.

3. The contracting parties agree that the seller is entitled to invoice the buyer for the contractual penalty and interest on late payment.

4. Payment of the contractual penalty does not affect the right to claim damages.

VIII. Final provisions

1. These General Terms and Conditions are binding for contractual relationships entered into by 100Mega Distribution s.r.o. from the date of their announcement. For contractual relationships entered into prior to the announcement of these GTC, they shall become binding one month after their announcement. The buyer expressly agrees to this.

2. The seller reserves the right to change the General Terms and Conditions, including the price list for transport and the amount of the handling fee, in the event of a change in the relevant legal regulations or business policy. The seller shall announce this change and its effectiveness at least one month in advance by publishing it at www.enbat.eu.

3. If the buyer does not agree with the new wording of the GTC or the price list for transport and the amount of the handling fee, they are entitled to notify the seller of their disagreement in writing within one month of the announcement of the new wording. If no agreement is reached on the wording of the disputed provisions, both parties have the right to terminate the existing contracts with one month's notice, which shall commence on the first day of the month following the month in which the notice of termination was received by the other party. If no such written notification is received from the buyer, it shall be deemed that the buyer agrees to the changes.

VALID AND EFFECTIVE FROM 23 NOVEMBER 2022