GENERAL COMMERCIAL TERMS FOR EXPORT

• • • 1. Unless the Contract establishes otherwise these General Commercial Conditions shall be effective in full.
       

• • • 2. A delivery of customized goods shall be considered performed within the range  +/- 5% from the confirmed quantity. Customer agrees to accept and pay for a delivery provided the delivered quantity is within the specified range. The customized goods shall be defined as items not regularly manufactured by the Supplier or not included in his valid price list (catalogue) or, if included in the price list (catalogue), items provided with an advertising printing requested by the Customer.
       

• • • 3. The Supplier’s commitment to deliver the goods shall be considered fulfilled at the moment the goods are handed over to the first forwarder to be transported to the Customer. The risks relating to the goods (risk of loss, destruction or other damage) shall pass to the Customer at the time the goods are handed over to the forwarder to be transported to the Customer. The Customer shall be entitled to select a forwarder and, failing to do so expressly, the forwarder shall be selected by the Supplier.
       

• • • 4. The goods shall be properly packed by the Supplier in a manner usually used for the goods in trading relations.  Unless the Customer provides the Supplier with shipping instructions or any other information necessary for the goods dispatching, then following the agreed delivery time the Supplier shall be entitled either to put the goods into a store at the Customer’s costs and risk or dispatch them to the Customer’s address. If this the case all costs incurred by the Supplier in connection with the delivering or storing of the goods shall be Customer’s responsibility. Storage fees shall amount to 1% of the goods value for each started month following 2 weeks after the required dispatching date.
       
    • 5. The goods shall remain the Supplier’s property until their price is paid in full by the Customer.
       

• • • 6. The Customer shall have no right to withhold any amount or set off any payable amount against a counterclaim of any kind whatsoever.The Customer is not entitled, without a prior written consent by the Supplier, of his own will, to carry out a deduction of discounts for premature payments and to curtail payable invoices and the goods delivered.
       
    • 7. The Customer is not entitled to carry out unilateral inclusions of his claims to the Supplier’s claims.

• • • 8. In case the Customer fails to pay for the goods in due time the parties have agreed the defaulting charge 0,5% from the outstanding amount for each day the Customer is defaulting on payment of the purchase price.
       

• • • 9. Provided the Customer requires canceling of his order or any part thereof the canceling shall be required 4 weeks before the confirmed delivery date at the latest. If this period is not observed a sanction fee has been set at 10% of the cancelled order purchase price for standard goods, while for customized goods the sanction fee shall be 90% of the purchase price.
       

• • • 10. The term of payment for invoices or advance invoices (if agreed in the Contract of Purchase) shall be 1 month, the term of payment runs after the invoice issuance. Provided the Customer fails to pay the invoice or advance invoice within one month after the due date the Supplier shall consider the order cancelled in agreement with paragraph 6 hereof and a right shall arise for the Supplier to charge the sanction fee to the Customer – in agreement with paragraph 6 hereof.
       

• • • 11. Bank charges – for payments via direct banking transfers or a documentary letter of credit each contractual party shall pay charges on its own side. When using a check or a similar payment method all charges shall be paid by the Customer. Payment with a check is allowed only based on a previous written agreement with the Supplier. Payments shall be made exclusively in a currency specified in the invoice. If payment is made in a different currency (the equivalent amount based on a conversion using the exchange rate of the Czech National Bank - ČNB – valid on the due date of the invoice) the Supplier be entitled to claim reimbursement of necessary bank charges with the Customer. The date of payment shall be the day on which the purchase price is credited to a Supplier’s account. 
       

• • • 12. Unless the Contract or these General Conditions establish otherwise the delivery terms shall be governed by  delivery clauses issued by the International Chamber of Commerce in Paris  (the so-called INCOTERMS 2000), as amended later.
       

• • • 13. The Customer shall not acquire any rights in the intellectual property of the Supplier together with the acquisition of the goods. The Customer shall not be authorized to use trademarks, business names, trade names, patents, industrial designs, utility models, whether registered or not ("Intellectual Property") without explicit written prior consent of the Supplier ("Consent"). The Customer shall not, without the Consent, register a domain name of any level comprising of the Intellectual Property, a part thereof, a variation or a confusingly similar version of the Intellectual Property. The Customer shall undertake not to attempt to register the Intellectual Property, any part thereof, variation or a confusingly similar version of the Intellectual Property.
       

• • • • 14. The Contract of Purchase shall come into effect once signed by authorized representatives of the contractual parties and into force after it is returned to the Supplier.

• • • • 15. The legal relationship between the contractual parties shall be governed by the Czech law, particularly by the Act No. 513/91 Coll.  as amended later  (the Commercial Code).

• • • • 16. All previous agreements not expressly stated herein shall be considered invalid.
         

• • • • 17. Any changes in and amendments to these General Conditions  shall be approved in written and shall be numbered in the chronological order.
         

• • • • 18. These General Commercial Conditions shall be an integral part of each Contract of Purchase, they have been executed in duplicate and either party shall receive one counterpart hereof. In the event that some regulations of these General Commercial Conditions are dealt with differently in the Contract of Purchase, the regulations of the Contract of Purchase shall apply.
        
        Responsibility for Defects and Complaints:
        

        a) The Supplier shall be responsible for a defect present in the goods at the moment the goods are handed over to the Customer even if the defect becomes apparent later.

        b) The Customer is obliged, before taking over the goods from the forwarder, to find out at least a basic correspondence between the goods taken over and the data given on the packaging sheet issued by the Supplier at the time of dispatch, as follows:

        - a corresponding number of palettes and cartons (or other units used)

        - a corresponding gross weight of the order.

        Further, he is obliged to check on the undamaged state and entirety of the packaging (palettes and cartons, or other units used).

        If one of the parameters above is not complying, the order is, highly probably, incomplete owing to the fault of the forwarder, and the Customer is obliged to complain about this fault with the forwarder and not to take over the order.

        The Supplier shall take no account of defects of this character found later (on the whole, discovery of missing goods) by the Customer, and complaints of this kind shall always be assessed as unjustified.

        c) In the event that all the data on the packaging sheet are corresponding and the covers were not damaged, the justifiability of the complaint shall be assessed on the basis of a reconstruction of the order with the Supplier, in connection to the gross weight of the original order.

        d) The Customer shall inspect the goods ( with professional care ) promptly after the goods are received while he shall take into account  the nature and quantity of the goods. Defects visible or defects in quantity found during the inspection of the goods shall be claimed by  the Customer promptly using a record about the goods acceptance, and within 5 days after accepting the goods at the latest. Provided the Customer fails to inform in written the Supplier on the identified defects within 5 days after accepting the goods, his right to claims the mentioned  defects shall lapse.

        e) A written  complaint protocol shall be delivered to the Supplier  and shall contain precise specification of the goods, description of defects, number of defective pieces, (numbers of documents accompanying the goods), contact person and  contact to the party submitting the compliant. A sample of the concerned defective goods shall be enclosed to the complaint protocol. Any compliant failing to comply herewith  shall not be acknowledged  as legitimate

        f) Provided the Customer fails to inspect the goods  or fails to have the goods inspected  within the above specified limit of 5 days,  then  defects found during such a later inspection may only be claimed if the Customer is able to prove that the defects were present in the goods at the time the risks relating to the goods passed to the Customer.

        g) The Seller guarantees that the bar code on all the products and their packaging shall be legible. The legibility control shall constitute part of the output control of each product leaving the plant.

        In accordance with the technological equipment used the illegibility of the bar code on the packaging of the products (carton box, plastic case and so on) is excluded.

        The Seller admits the possibility of any problems concerning legibility only on individual products depending on the scanning device used by the Buyer.

        Claims made against illegibility of up to 5 % of the total delivered quantity of goods shall be considered an admissible technological occurrence. Should the Buyer put in a claim against illegibility of the bar code on any of the Seller’s individual products, the claim shall be acknowledged only of 5 % of the inadequate goods of the total quantity delivered to the Buyer. Should such claimed goods comply with the condition of legibility with the Seller, such a claim shall not be acknowledged.

• • • • 19. Material Breach of the Contract:

        The contractual parties have agreed to define a material breach of the Contract in agreement with  Section (§) 345 of the Commercial Code as follows:

        -        Supplier’s failure to meet a delivery time, even if  a sufficient and reasonable period of time has been granted

        -        Customer’s failure to  meet due dates of tax vouchers, invoices or advance invoices

        -        a breach of Article 10 hereof

        In the mentioned cases the injured party may withdraw from the Contract, based on a written notice delivered to the other party. In the other cases the breach of the Contract shall be viewed as non-material.

• • • • 20. The Contract shall  terminate by:
        

        a)      the fulfillment of its purpose and subject matter i.e.  by meeting the terms of the Contract;

        b)      expiry of the Contract duration (in case of master contracts for cooperation);

        c)      agreement between the contractual parties;

        d)      withdrawal  of one party;

        e)      frustration of the Contract’s purpose;

        f)       termination notice given by either party;

        g)      an event caused by force majeure. For the purposes hereof  the force majeure shall be defined as cases of  non-performance due to an objective reason, e.g. war, revolution,  mobilization, uprising, natural disaster etc.

        The termination f the Contract shall cause the termination of the right of the Customer to the domain name or another object of the Intellectual Property the use or the registration to which the Supplier gave the Consent. At a request of the Supplier, the Customer shall assign the domain name to the Supplier, or shall cancel such domain name in one week following the date of the termination of the Contract.

• • • • 21. Any disputes which may arise in connection with the business contractual relationship and not settled amicably  shall be finally resolved by the Arbitration Court  with the CR Economic Chamber and CR Agrarian Chamber in Prague, venue České Budějovice, (by three arbitrators  appointed in agreement with the Court’s Rules). Both the parties undertake to abide with an award of  this Court as if rendered by a regular court.

These General Conditions shall come into effect on 1 October 2013 and into force  on the day they are signed by both the contractual parties.