GENERAL TERMS AND CONDITIONS

1. BASIC PROVISIONS AND SCOPE
   • These General Terms and Conditions (hereinafter referred to as “these GTC”) apply to all contracts (regardless of their name, value, time of conclusion or other characteristics) (hereinafter referred to as the “contract”) between the supplier, which is GBM Europe s.r.o., with its registered office at Drieňová 1H, 821 01 Bratislava, Slovak Republic, IČO 35 735 996, registered in the Commercial Register of the District Court Bratislava I, Section: Sro, Entry no. 16298/B (hereinafter referred to as the “supplier”) and the buyer making a wholesale purchase as part of his business activity (hereinafter referred to as the “buyer”) (the supplier and the buyer hereinafter collectively referred to as the “contracting parties” or individually the “contracting party”).

Contact and further identification of the supplier:

e-mail:                  info@gbmeurope.com

VAT number:        SK7020001021

VAT number:        2020269438

Bank connection:

Bank account Nr.:     10800007-60000000-14978003

IBAN:                        HU52108000076000000014978003

SWIFT:                      CITIHUHX

Bank:                        Citibank Europe plc

• The validity of other documents of the buyer (the buyer’s GTC) is excluded, unless the contracting parties have expressly agreed in writing to exclude these GTC and apply the buyer’s GTC.

2. CONTRACT CONCLUSION AND PAYMENT TERMS
   • The buyer orders the goods from the supplier in writing, either by e-mail or in another agreed way. The contract is concluded at the moment of confirmation of the order by the supplier, which the supplier performs after verifying the availability of the goods, valid prices and the delivery date of the goods requested by the buyer.
   • The supplier offers the goods at the prices stated in the price offer, which he continuously updates (hereinafter referred to as the “price list”). A newer price list issued or updated by the supplier replaces the previously issued price list. For the buyer, the prices listed in the price list valid at the time of order confirmation, or conclusion of the contract; if this price differs from the price in the price list valid at the time the order is sent by more than 10%, the supplier will notify the buyer of this fact before concluding the contract, who is entitled to cancel the order.
   • The supplier can cancel the order if it is not possible to deliver the goods in the required time or at the required price.
   • If the buyer pays the purchase price to the supplier by bank transfer, the day on which the entire purchase price was credited to the supplier’s account is considered the day of payment.
   • The buyer agrees that if he does not pay the purchase price on time (becomes in arrears), without prejudice to § 369 of the Commercial Code, he is obliged to pay the supplier a contractual penalty of 0.15% of the amount due for each, including day of delay. In such a case, the supplier is further authorized not to accept further orders from the buyer.
   • The buyer, as the recipient of the goods, agrees that the invoice will be issued and delivered to him in electronic format. After concluding the purchase contract, the supplier is not obliged to comply with the buyer’s request to correct or change the data in the invoice.

3. DELIVERY OF GOODS AND RESERVATION OF TITLE
   • Unless the contracting parties agree otherwise, the method of transporting the goods will be chosen by the supplier. The price for transportation is a flat fee of 2300HUF without VAT per shipment, with the exception of oversized shipments, for which the supplier reserves the right to change the transportation price. The supplier will notify the buyer of this price before sending the shipment. The goods are delivered by handing them over to the first carrier for transport for the buyer, unless the parties agree otherwise. The risk of damage to the goods passes to the buyer when the goods are handed over to the first carrier for transport to the destination.
   • The goods remain the property of the supplier until full payment of the purchase price by the buyer.
   • The buyer is obliged to take over the goods personally or to arrange for a third party to take them over for him. The person taking over the goods on behalf of or on behalf of the buyer is obliged to prove authorization to take over the goods at the request of the supplier or transporter. If it is necessary to repeat the delivery for reasons on the part of the buyer (for example, due to the absence of the buyer or a third person authorized by him at the agreed place or due to the failure to demonstrate authorization to take over the goods), or if the buyer does not take over the goods, all additional costs incurred are paid by the buyer, including any storage costs in to the amount specified below.
   • The buyer is obliged to inspect the goods as soon as possible after the danger of damage to the goods has passed, but no later than on the next working day following the delivery of the goods. If the goods show signs of damage caused during transportation (obviously damaged or deformed packaging), the buyer is obliged to write a damage report with the carrier and report this damage to the supplier no later than the deadline for inspecting the goods. Damages of this type reported later are not taken into account.
   • The purchase contract is concluded with a severance clause stating that if the buyer does not take over the goods even within 5 days after an additional call from the supplier and does not agree with the supplier on another date for taking over the goods, the contract is canceled from the beginning, the parties to the contract will return or replace all received services, and in particular the purchase price and goods to which the supplier acquires the right to freely dispose. This does not affect the supplier’s right to compensation for damage and payment of storage fees.

4. PRODUCT DEFECTS
   • The supplier provides a guarantee for the delivered goods. The warranty period is two years from the date of delivery of the goods, even if a longer warranty period is indicated on the packaging of the goods. If the warranty period indicated on the packaging (or anywhere else, including the product description) is shorter, this shorter warranty period will apply.
   • During the warranty period, the buyer has the right to have the defect removed free of charge after delivery of the goods, including all its accessories , documentation, if provided, and the original packaging.
   • If the goods show defects, the buyer has the right to file a claim with the supplier by filling out a claim form and delivering it to the supplier at the address

GBM claims center,

Logistics area P3, Hall 2

900 55 Lozorno

• The complaint form can be found in Appendix no. 1 of these GTC and the buyer can also fill it out and send it electronically to this e-mail address reklamacio@muziker.com. The supplier recommends using the electronic form in order to process the claim faster. In the complaint form, the buyer indicates which defect the complaint relates to and the invoice number.
• The buyer is obliged to report the complaint without unnecessary delay after discovering the defect, in any case within two working days after the defect appears.
• The supplier is not responsible for defects that occurred during the transport of the claimed goods to the supplier. The buyer is obliged to pack the goods according to the instructions of the relevant transport company, or if there are no such instructions, then in accordance with the nature of the goods and the nature and extent of the claimed defect. If goods with a defect are delivered to the supplier, while this defect was not mentioned in the complaint report, it is considered that the defect occurred during transportation as a result of insufficient packaging and the supplier is not responsible for it.
• As a rule, the supplier handles the complaint within 60 days from the day of receipt of the goods. If the supplier does not handle the claim within this period, it is not a breach of contract and does not fall into default. In this context, the buyer does not have any rights.
• The supplier shall satisfy the buyer’s claim at his discretion either by removing the defect in the goods, by providing an appropriate discount on the purchase price, the amount of which he determines, by returning the purchase price or by delivering the goods without defects. If the claim is not justified, the supplier rejects the claim by returning the claimed goods to the buyer. The supplier is not obliged to provide the buyer with proof of handling the claim when processing the claim.
• The buyer is obliged to take over the goods that the supplier sends to him after the claim has been rejected. If it is necessary to repeat the delivery for reasons on the part of the buyer, all additional costs incurred in this way are paid by the buyer. If the buyer does not take over the goods even within the additional reasonable period provided by the supplier, he is obliged to pay the supplier a storage fee of 2000HUF for every single piece of goods for each day, including the day after the expiry of the additional period for taking over the goods, until after its takeover.
• If the supplier handles the claim by rejecting it, he can offer the buyer to remove the defects at the buyer’s expense. In the event of rejection of the claim, the supplier may also demand compensation for the costs incurred in processing the claim, especially in connection with the diagnosis of the defect carried out by a third party (authorized service) and the transport of the goods.

5. WITHDRAWAL FROM CONTRACT
   • The supplier is entitled to withdraw from the contract for reasons established by these GTC and generally binding legal regulations. The supplier is also entitled to withdraw from the contract due to the sold-out of stocks, unavailability of goods, or if the manufacturer, importer or supplier of the goods agreed in the contract stopped production or made such serious changes that made it impossible to fulfill the supplier’s obligations arising from the contract or due to force majeure, or if, even after making all the efforts that can be fairly required of him, he is unable to deliver the goods to the buyer within the period determined by these GTC or at the agreed price. The supplier is obliged to inform the buyer about this fact without undue delay and return all payments to the buyer. This does not affect the right of the contracting parties to agree on alternative performance or a changed price.
   • The supplier is entitled to withdraw from the contract even if there was an obvious error in the amount of the purchase price during the conclusion of the purchase contract (e.g. incorrectly placed decimal point, missing digit, purchase price clearly not corresponding to the usual market price).
   • The buyer is entitled to withdraw from the contract only for reasons established by generally binding legal regulations or these GTC.
   • The buyer is entitled to withdraw from the contract without giving a reason within 14 days from the day of delivery of the goods. This only applies to goods that are undamaged, unused, in the original packaging with all protective elements, if they were used.
   • The buyer can exercise his right to withdraw from the contract electronically or in paper form using the form at the address:

GBM (Return)

Logistics area P3, Hall 2

900 55 Lozorno

Slovakia

• The form for withdrawing from the contract can be found in Annex no. 2 of these GTC and it can also be filled out and sent electronically to the e-mail address: reklamacio@muziker.com. The supplier recommends using the electronic form in order to process withdrawal from the contract more quickly.
• The supplier will check the goods without undue delay, usually within 5 days from when they are delivered to the buyer, whether they meet the conditions for their return. In case the conditions
  1. are fulfilled, the supplier will return to the buyer the payment received from him for these goods;
  2. are not fully or partially fulfilled, the supplier, at its discretion, will not allow withdrawal and will return the goods to the buyer (the provisions on storage according to section 4.9 apply similarly), or will allow withdrawal and, depending on the reasons for non-fulfillment of the conditions, will reduce the amount returned to the buyer.
• Payment according to the previous paragraph shall be made by the supplier, as a rule, within 30 days from the date of inspection of the goods.
• All expenses incurred during the exercise of the buyer’s right to withdraw from the contract shall be borne by the buyer. The supplier is entitled to request compensation from the buyer for all expenses incurred in this connection.

6. FINAL PROVISIONS
   • These GTC are valid and effective from 7/15/2022. The supplier is entitled to change these GTC. The legal relationship between the contracting parties is always governed by the GTC valid and effective at the time the order is sent.
   • These General Terms and Conditions are drawn up in the Slovak language. If these GTC are drawn up in a language other than Slovak, their Slovak version always takes precedence over the other language version.
   • If the contract is concluded in written form, any change to it must be in written form. The contracting parties have agreed that communication between them will be carried out mainly through e-mail messages and letters.
   • Legal relations between the contracting parties are governed by the contract, these General Terms and Conditions and, in areas not regulated by the contract or these General Terms and Conditions, the provisions of Act No. 513/1991 Coll. Commercial Code as amended and other generally binding legal regulations of the Slovak Republic.
   • In the event of a conflict between the provisions of the purchase contract and these GTC, the provisions of the purchase contract shall prevail. In the event of a conflict between the provisions of these General Terms and Conditions and the provisions of the purchase contract individually negotiated by the contracting parties, the provisions of the purchase contract shall prevail.
   • The parties to the contract will make every effort that can be required of them to settle all disputes, contradictions or claims arising between them from these GTC, from the contract or in connection with it amicably. If the parties to the contract do not resolve any dispute arising from these GTC or from the contract amicably, including a dispute about its validity, interpretation or cancellation, the Slovak courts have the exclusive jurisdiction to resolve such a dispute.