Framework Agreement Conditions of Discount Payments

RSD-S xxx – 200x

Framework Agreement – Conditions of Discount Payments

I. Parties to the Agreement 1.1 The Seller:

Business company: With Registered Office at: Represented by: Comp. Reg. Number: Tax Reg. Number: Bank Connection: Telephone: Fax: E-mail: Registration in the Commercial Register: Correspondence address: (if differs from the company address)

1.2 The Buyer:

Business company: ČEZ Logistika, s.r.o. (Co. Ltd.) With Registered Office at: 28. října 568/147, 709 02 Ostrava, Moravská Ostrava Represented by: Ing. Jiří Jílek – General Director Ing. Miloš Sládeček – Purchasing Section Director Comp. Reg. Number: 26840065 Tax Reg. Number: CZ26840065 Bank Connection: 27-9426050217/0100 – Komerční banka, a.s. Telephone: +420 591 113 839 Fax: +420 591 114 550 E-mail: [email protected] Registration in the Commercial The Regional Court in Ostrava, Section C, Insert 28100 Register:

The Seller and the Buyer are further referred to also as "the Party to the Agreement" and jointly as "the Parties to the Agreement"; this agreement is hereinafter referred to as "the Agreement".

With regard to the fact that the Parties to the Agreement reached a full and mutual consent in the under-mentioned facts, they decided in accord with the provision of Section 269 Par. 2 of Act No. 513/1991 Coll., Commercial Code, as amended (hereinafter referred to as "Commercial Code") to enter into the Framework Agreement – Conditions of Discount Payments (thereinafter only Agreement) as follows:

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II. Introductory Provisions

2.1 The Parties to the Agreement ascent to concluding this Agreement with an objective of making use of the Seller’s possibilities while selling goods and arranging framework conditions of cooperation regarding such sales.

2.2 The Parties to the Agreement enter into this Agreement for the purposes of setting the conditions of discount payments, or for the purposes of determining the rights and conditions of the Contracting Parties in the event of recurring supplies of the Seller’s goods to the Purchaser respectively.

III. Subject of the Agreement

3.1 Hereby the Parties to the Agreement adjust the conditions of payment while providing the so- called discounts, i.e. discounts on the price if effecting payment prior to the maturity of an invoice.

VI. Payment Terms

4.1 While determining the amounts of the discounts on an invoice, the date of issue of the order by the Purchaser, to which a given invoice applies, shall be decisive. The amounts of the discounts shall be based on the Master Agreement, i.e. the conditions of discount payments in force by this date.

4.2 Should an invoice be paid to the Seller (the Assignee) within 30 calendar days as of date of issue of the invoice, the Seller (the Assignee) shall grant the Purchaser a financial discount amounting to xx% of the sum invoiced. The invoice must be delivered to the Purchaser on the 4th calendar day as of date of issue of the invoice, at the latest. The account of the financial discount shall be calculated in the Seller’s invoice, and the Purchaser shall subtract the discount while effecting payment directly from the total price of the goods without packaging and VAT. The Purchaser shall also be entitled to use the discount and subtract it directly while paying for an invoice in the event of transfer of the supplier’s debt to another company (assignee).

4.3 Should an invoice be paid to the Seller (the Assignee) within 10 calendar days as of date of issue of the invoice, the Seller (the Assignee) shall grant the Purchaser a financial discount amounting to xx% of the sum invoiced. The invoice must be delivered to the Purchaser on the 4th calendar day as of date of issue of the invoice, at the latest. The account of the financial discount shall be calculated in the Seller’s invoice, and the Purchaser shall subtract the discount while effecting payment directly from the total price of the goods without packaging and VAT. The Purchaser shall also be entitled to use the discount and subtract it directly while paying for an invoice in the event of transfer of the supplier’s debt to another company (assignee).

4.4 This Agreement applies to all goods invoiced by and between the Parties to the Agreement.

XVIII. Other and Final Provisions

5.1 This Agreement shall come into force when signed by both the Parties to the Agreement, in which case the later date of signing shall be decisive, and shall become effective on the same day.

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5.2 When signing this Agreement, all previous oral or written arrangements of the Parties to the Agreement concerning the amounts of the discounts regarding all of the concluded master agreements on supplies of goods and contracts of purchase shall cease to be valid and shall be entirely replaced with the arrangements, as set forth in this Master Agreement.

5.3 This Agreement has been drawn up in two duplicate copies, of which either Party to the Agreement shall obtain one copy.

5.4 Both the Parties to the Agreement declare in accord and confirm by attaching their signatures hereto that this Agreement is an expression of their true, free and serious will.

On behalf of ČEZ Logistika, s.r.o. On behalf of ………......

In Ostrava ……………… In..…………… date ______

______

Ing. Jiří Jílek. Name: ...... General Direktor Position: ......

______

Ing. Miloš Sládeček Name: ...... Purchasing Section Direktor Position: ......

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