GENERAL BUSINESS TERMS AND CONDITIONS OF STIN KOVO s.r.o.

The brand of SHADEON® products

Version: 1 / 2014 / EN

Initial provisions:

1. These General Business Terms and Conditions (the "Terms" hereinafter) are issued by STIN KOVO s.r.o. based at Bri. Hlavicu 122, Vsetin, Postcode 755 01 (the company "STIN KOVO" hereinafter), ID: 28632346, Tax ID: 28632346, as the seller of the following products to determine the prerequisites, conditions and requirements for the preparation and
execution of their transactions.

2. These Terms also apply if the company STIN KOVO agrees to special conditions for non-catalogue deliveries with a third party as an alternative for things not expressly agreed upon in the special conditions. In the event of divergent written arrangements the provisions of special conditions shall apply.

I. Used concepts and terms

1.   Buyer is a person who, in accordance with these Terms, issues an order to company STIN KOVO.
2.   Performance means the goods delivered by STIN KOVO in line with its core business.
3.   Goods are products that are listed in the offers by name. Specification of goods in terms of the quantity and kind shall always be given on the below described documents.
4.   Non-catalogue goods mean the goods not listed in the catalogue that the company STIN KOVO supplies under special provisions of these Terms.
5.   Order is a unilateral act of the buyer made against the company STIN KOVO with the aim to buy specific goods from it.
6.   The essential elements of the order are the following data:
         a/ the name and surname for individuals or the business name of the buyer,
         b/ for natural persons the residence and place of business, if different from the residence, and for legal entities the corporate headquarters of the buyer,
         c/ the shipping and billing address, if different from the addresses mentioned under b/,
         d/ the ID and Tax ID of the buyer, for non-business natural persons the date of birth,
         e/ the type and quantity of goods,
         f/ the Certificate of Incorporation, alternatively a copy of the trade licence, VAT registration certificate in the annex of the order unless those were presented to the company STIN anytime earlier,
         g/ indication of goods by items in the STIN KOVO's catalogue.

Additional information:               
  h/ the bank and account number of the buyer,
  i/ the phone number, fax number and e-mail of the buyer.

Proper orders are processed by STIN KOVO throughout the week. By 10:00 am each business day depending on the schedule of deliveries. Orders received after 10.00 a.m. will be processed and made available for the earliest dispatch of the next delivery day accordingly with the delivery schedule of individual customers and according to the assortment. STIN KOVO reserves the right at any time to verify the legitimacy of order especially by return phone call verifying the person's identity or the signature on a fax or other written order with the specimen signature attested by the buyer. In case of any shortage, especially mismatch of the data of persons authorised to order goods, or a discrepancy between the signature on the order and the specimen signature, the company STIN KOVO is entitled to refuse the fulfilment of the order.

The order is a draft purchase agreement. The performance of STIN KOVO in accordance with the order constitutes the conclusion of the purchase agreement in its entirety. In the event that the order is issued by STIN KOVO as a form, whether in written, electronic or other form, the buyer shall place orders for goods on this form exclusively. It is available in the online system for all registered business partners, as well as on websites.

7. The delivery or fulfilment of the company STIN KOVO (the "Delivery" hereinafter) is the moment of handing over the goods to the buyer. Partial performance is admissible and the buyer is not entitled to refuse it.

8. Claim means a unilateral legal act of the buyer seeking to exercise the rights from liability for defects of goods. Claim (complaint) must be lodged in accordance with the Complaints Procedure of the company STIN KOVO which is an integral part hereof.

9. Invoice means a document described in Art. IV hereof.

10. The payment term is the date that has been designated by STIN KOVO by which the purchase price including VAT must be credited to the account of the company STIN KOVO or paid to STIN KOVO in cash.

11. Unless STIN KOVO issues a special price list to an individual buyer, price list means an official overview of the of titles included in the offer of STIN KOVO as amended by its amendments (the "Pricelist" hereinafter). STIN KOVO reserves the right to modify the Pricelist. For individual purchase transactions, the price of goods stated in the Pricelist valid at the time of issuing the order is crucial. The Pricelist comes into force on the day of its release in the company STIN KOVO's headquarters unless STIN KOVO states otherwise.

12. Backorder is an alternative solution in case STIN KOVO does not have in the period requested by the buyer the required amount of ordered goods available to perform. It means that STIN KOVO after receiving such an order includes the customer on the waiting list and registers their order. The delivery term is negotiated individually with the customer.

 
II. Duration of the framework purchase agreement

1.   The agreement is usually concluded with business partners - buyers that repeatedly order goods from the seller.
It is entered into for a definite period by the end of the calendar year in which it was signed. Unless a new agreement is entered into after the expiry of that term, or the seller notifies the buyer ahead of their intention to terminate the agreement, and the buyer continues to collect the goods, the period of the agreement extends automatically by one year.

 
III. Delivery terms

1. The subject of the purchase is the goods supplied by STIN KOVO. Selection of goods is conducted by the buyer through an order from a catalogue, offer or a similar material issued by STIN KOVO to that purpose. STIN KOVO undertakes to provide at least through publishing on its website the buyer with new product catalogues.

2. Unless agreed otherwise, the goods are only delivered upon an order of the buyer within a term stated in the catalogue, or upon an individual agreement with the customer. Order shall be made in writing, by fax, through data transmission over the Internet. If an order is placed otherwise than in writing, STIN KOVO reserves the right to withhold performance without additional confirmation in writing. Order of non-catalogue goods shall be always placed by the buyer in writing.

3. STIN KOVO is entitled to refuse any performance without any penalties from the buyer if this would commit it to impossible or disadvantageous performance, or to a performance that would be in clearly contradiction to the usual rules. It may further do so whenever the buyer has unsettled obligations towards STIN KOVO that are payable on the date of issuing an order.

4. Goods ordered to be delivered by regular shipping / delivery schedule of the company are always exempt from shipping costs. The transport is provided by STIN KOVO. The buyer confirms the receipt of goods to the STIN KOVO employee, alternatively to an authorised carrier on their delivery document. The confirmation must include proper identification of the buyer in accordance with the signature on the certificate of incorporation or the trade licence and the name and surname of the person who confirms the receipt. In the event that those are goods shipped by a freight company, the customer is charged the collect-on-delivery fee of CZK 130.00 VAT excluded. In the event that the customer requests the goods to be delivered beyond the regular delivery schedule by the transport service of the suppliers or another shipping service, they shall be charged for that service in full and the customer is obligated to pay. The buyer acknowledges that the carrier is not obliged to verify the compliance of the information in the documents with that stated in certificate of incorporation or the trade licence. The buyer assumes full responsibility for complying with the above described procedure and the accuracy of the data indicated. The buyer is also fully responsible for ensuring that the goods were taken over by a person authorised to take the goods over under the above provisions. In the event that any doubt occurs anytime later regarding the delivery because of unclear or inaccurate indication of the buyer in the delivery documents, the delivery shall be considered to be duly executed and received by the buyer.

5. If the buyer does not notify STIN KOVO of another address to the fulfilment of delivery, it applies that the place of delivery is the registered office / residence of the buyer. If there are several addresses, STIN KOVO may fulfil the delivery by handing it over to any of these addresses, unless the place of delivery is precisely specified by the buyer's order. The same applies if the delivery location is specified in the order but the delivery to that address turned out to be impossible or very difficult.

6. The buyer shall immediately notify STIN KOVO in writing of any changes in the persons authorised to accept the goods and the signature of the transport (shipping) documents, as well as any changes to the addresses designated to carry out the delivery. Breach of the above obligation may constitute a reason to question the acceptance of the delivery by the buyer and waives STIN KOVO any liability for default or damage.

7. The delivery document under the preceding provisions is usually a delivery note and an invoice. For invoicing purposes, a copy of a confirmed delivery note shall be attached to the invoice.

 
IV. Purchase price and payment terms

1. The purchase price is fixed by the supplier (seller) upon a price list or individual pricing for each customer and is always indicated for the respective type of goods in the invoice. The purchase price includes all expenses of the company STIN associated with the packaging of goods, their designation, inclusion of all relevant documents, transport documents, the cost of goods transportation to the place specified by the buyer as the place of delivery (unless these Terms state otherwise), including the protection of goods. The buyer is familiar with the Pricelist.

2. The price is payable on the date specified in the invoice. Unless the invoice states that date, the maturity is on the 14th day following the date of invoice.

3. The seller gets entitled to receive the payment of the purchase price even when the buyer failed to take over the properly manufactured goods or any part of those.

4. For a new customer, an invoice for the first three orders is always payable immediately upon the purchase of goods, unless stated otherwise.

5. Invoice is a proof of payment and a tax document that includes:
a/ the date of issue and the date taxable supply,
b/ the due date,
c/ the description of goods, the quantity and unit prices, the contract
d/ statement of the total price excluding VAT,
e/ VAT,
f/ statement of the total amount to be paid,
g/ the numbers of delivery notes, if issued separately,
h/ customer number, if assigned,
i/ order number
j/ identification data of the seller and the buyer including Tax ID.

6. If the buyer happens to find themselves in arrears with the payment of the purchase price of any delivery, STIN KOVO is entitled to require the payment of interest on late payment of 0.05% of the outstanding amount per day. In that case, the goods continue to remain the property of STIN KOVO until full payment of the invoice (s). If the buyer is in default for over 30 days, STIN KOVO is entitled to withdraw from the agreement. The withdrawal must be in writing and shall be effective upon its delivery to the buyer. The moment of receiving a fax or e-mail to the buyer's device shall be deemed the delivery of that withdrawal. The parties are in such a case obliged to return to each other everything received under this agreement. Return of goods instead of payment is only possible upon challenge of STIN KOVO or upon an agreement with STIN KOVO, and it happens at the expense and risk of the buyer.

7. In case of further orders from the buyer who is, in accordance with par. 5 already in default with the payment of the purchase price the fulfilment of that order will be postponed until full payment of the purchase price, alternatively of all purchase prices.

 
V. Rights from liability for defects; warranty

1. The rights and obligations of the parties in exercising the rights of the buyer from liability for defects are regulated by the Complaint Procedure of STIN KOVO which is an integral part of these Terms. The same provisions on the publication of these Terms shall apply to the publication of the Complaints Procedure or any amendments to it.

2. Unless otherwise specified in the Pricelist, the STIN KOVO provides all goods with a warranty in a period of 24 months. The warranty period commences on the day of receipt of goods.

 
VI. Specific provisions on non-catalogue goods and non-catalogue services

1. Non-catalogue goods are supplied solely on the basis of a speciale written order or purchase agreement.

2. The Company STIN KOVO may entirely upon their free and exclusive discretion issue a special pricelist for individual buyers or groups of buyers. The criteria for determining the prices shall be defined by STIN KOVO. The prerequisite of the validity of that special pricelist is the conclusion of a framework purchase agreement that the special pricelist will become an integral part of.

 
VII. Other provisions

1. The buyer shall acquire the title to the goods no earlier than upon the full payment of the purchase price. At the moment of the acceptance of goods the liability for the accidental destruction, damage or loss of goods passes to the buyer.

2. These Terms become effective on the date when signed by a person authorised to do so on behalf of the company STIN KOVO. If these are published on the website of STIN KOVO, they become effective the 2nd day following the publication. Newer Terms repeal the previously issued Terms. Legal relations based on the Terms shall be always assessed depending on the Terms applicable at the time when the legal relationship was established.

3. The parties agree that any disputes arising from this contractual relationship or in connection with it shall be resolved either by a competent court or pursuant to Act No. 216/1994 Coll. in an arbitration ("A") before a sole arbitrator ad hoc whom they appoint Mgr. Teresa Vasickova, certificate of the Ministry of Justice No. 492. The action shall be delivered by the plaintiff to the address: Brno, Cejl 91, Postcode 602 00. That address is the correspondence address of the arbitratorand also the place where the A will take place. The parties agree that the fee for the arbitration is a cost of the proceedings, and a sum of the amount of six thousand Czech crowns and one and a half times the amount of the court fee that would be in this case collected for the arbitration before the ordinary courts of the Czech Republic according to the applicable legislation up to the value of the dispute within one million Czech crowns. If the value of the dispute exceeds the stated amount, that fee for the arbitration will increase by the appropriate amount of the court fee in excess of the amount. The total amount of the calculated fee for the arbitration will be increased by VAT. In disputes with international element the fee for the arbitration increases by half, in an arbitration with more than two participants it increases for the third and each additional participant by a fifth. According to the method of the fee calculation, also any claim applied as mutual proposal or a counterclaim in their entirety is charged. Specific actions in arbitration may be charged according to actual costs. Suspension of the proceedings does not constitute expiry of the arbitrator's right for reimbursement for the arbitration. The fee pad for the arbitration will not be refunded. The parties authorise the arbitrator to lead the proceedings in Czech in writing, without a verbal hearing, and decide it in accordance with the principles of justice, made the decision without justification, and agree that she may delegate the administrative and economic activities within the arbitration to a third party, namely the Union for Arbitration and Mediation Proceedings of the Czech Republic, acting at the address where the arbitration will take place, and to that extent relieve the arbitrator of secrecy.
The parties agreed that the arbitration will reasonably apply the relevant provisions of the Code of Civil Procedure on the procedure for delivery; deposit with the court replaces deposition by the arbitrator and posting on the official board of the court replaces the publication on the website www.urmr.cz/vyvesni-deska.

4. Kupující byl seznámen a souhlasí s obsahem těchto Všeobecných obchodních podmínek, které jsou nedílnou součástí uzavíraných smluv.

5. The buyer gives consent to the processing of personal data in accordance with Act No. 101/2000 Coll., for the purpose of keeping records of the contract, accounting, assurance of the production, installation, billing, claims, service, and provision of the warranty and post-warranty service for the time necessary to properly ensure these activities and duties in accordance with the Czech Republic legislation. The contractor agrees to proper technical and organisational personal data protection.

6. The buyer declares to be able to pay its due debts without restrictions, in particular that its property is not in a situation for which a special law imposes a special duty to file for bankruptcy, is not bankrupt or debtor in bankruptcy proceedings and settlement, was not rejected a bankruptcy petition for lack of assets, or had bankruptcy cancelled for the same reason or other, its property is not distrained upon or it is not otherwise forcefully affected or limited by execution of judgement.

7. The buyer declares to be in legal capacity and that the persons acting on its behalf are authorised to do so in accordance with the applicable regulations.

8. The buyer may not, without the prior written consent of the seller, leave, transfer or assign to any third party any of its obligations or rights under the agreement or part thereof.

9. The buyer is liable for any damage any inaccuracy or falsity of the statements made in this paragraph, or breach of any herein stated or any other contractual obligations, may cause.

In Vsetin, on: 30.12.2013

On behalf of STIN KOVO s.r.o.

Ing. Karel Peltsarszky
Company executive