Trading Conditions

1

Preliminary provision

1.1

These General Terms of Trade (GTT) are related to purchase orders, supplies, and complaints of all goods and services provided by UniExpo CZ, s.r.o. (the supplier) to all customers, individual parties, or corporate bodies (the buyer). Amendments to these General Terms can be done by a separate written arrangement – contract. Every amendment to General Terms have to be made in a written form, based on agreement of both contracting parties. Arrangements in the contract are superior to the General Terms of Trade. Unless specified otherwise, all relations between contracting parties are subject to provision of section 409 and following of the Commercial Code Nr. 513/1991 of Coll., as amended. Purchase contract – contracts concerning goods and service deliveries can be confirmed by a written form, via telephone, fax, and or in an electronical form. All of the above mentioned cases or their combination is considered to be a confirmed contract. If a purchase contract is not confirmed in a written form, then the mutually approved GTT together with confirmed order, invoice or delivery note are considered to be the purchase contract. The purchase contract is considered concluded also in the case of phone or electronical order confirmed by the supplier. In the case of electronically concluded business, especially via electronical shop placed on the internet, the GTT of the supplier are available for perusing and affirmative confirmation on the website www.uniexpo.cz. The supplier sends GTT to the buyer together with every confirmed order. The buyer has the right to raise objections towards the GTT must be submitted before the goods are dispatched and together with the supplier can amend the contract. Unless specified otherwise, the buyer fully agrees with GTT of UniExpo company at the moment of acceptance of goods or services from UniExpo representative. GTT are made available to the buyer along with order confirmation by the supplier and on the website www.uniexpo.cz. Until the ordered and delivered goods and services are fully paid, they remain the sole property of the supplier. This reservation of proprietary rights is an integral part of all confirmed contracts made in the above mentioned.

2

Buyer's obligations

2.1

To pay the price according to clause 6, of these GTT and also the price of all agreed services supplied by the supplier that are directly related to the fulfilment of these GTT.

2.2

All information that the buyer gained during fulfilment of these GTT are to be protected by the buyer against abuse. He is also obliged not to provide third parties with information that could harm the supplier in business competition.

2.3

If the buyer will sell the goods to a third party, he is not authorized to act as the supplier's representative or use his name without previous explicit authorization.

3

Providing fulfilment and obligations of contracting parties

3.1

The supplier is obligated to deliver properly ordered goods / services and the buyer is obligated to accept these goods / services.

3.2

Goods delivered to the buyer is the obligation of the supplier. Financial terms of the delivery are specified in the pricelist available on the website www.uniexpo.cz, unless specified otherwise.

3.3

The purchase orders are filled when supplier's representative, or driver, hands over the goods to the authorized representative of the buyer at the place specified in the purchase order. In the case of delivery of an artwork, the purchase order is filled after delivery of approved and corrected artwork on optical medium or electronical delivery. In the case of artwork delivery it is the buyers obligation to raise a complaint within the first 2 working days. After this period, the artwork delivery is considered fulfilled and the supplier is authorized to bill the buyer according the purchase order.

3.4

Representatives of the buyer are obligated to physically accept the goods, approve the delivery type, the amount and the quality upon order delivery. The acceptance will be confirmed on a delivery note, invoice or transport receipt. Any later complaints concerning type, amount or apparent damage will not be considered by the supplier and such complaints will be considered unjustified.

3.5

By a confirming delivery note, invoice or by accepting the goods from the carrier the buyer acknowledges his finacial obligation towards the supplier in the amount and purpose stated in § 323 of the law Nr. 513/1991 of Coll., of Commercial Code as amended. The buyer also acknowledges his financial obligation towards the supplier in the case of artwork delivered on an optical medium or delivered electronically, unless he raises objection within the first 2 working days as specified in clause 3.3 of these GTT. The amount of financial obligation is specified in clause 6 of these GTT. Until the ordered, delivered goods, and services are fully paid, they remain the sole property of the supplier. If the payment doesn't happen in the agreed time and amount, the buyer is obligated to return the goods and pay the agreed conventional fine.

3.6

In case of cash payment the supplier will authorize his representative, or the carrier, to receive cash from the buyer. The supplier will issue a receipt for such a case.

3.7

As a place of fulfilment is understood the place where the buyer will accept goods from the carrier.

4

Risk of damage on goods

4.1

Risk of damage on goods passes over to the buyer the moment when he or his representative accepts the goods or in the case of delayed acceptance the risk of damage passes over to the buyer upon the notice where the goods have been delivered. At that moment, the buyer is responsible for protecting the goods against damage or theft.

5

Return of goods

5.1

The supplier reserves the right not to accept goods ordered and purchased by the buyer. In the case of positive decision of the supplier concerning acceptance of returned goods, the supplier is authorized to set the surrender value of the price derived from the actuall price of goods and include a cancellation fee in the value of 10 – 30% of the actuall price. Transportation costs of returned goods are the buyers debit. The supplier returns payment based on the credit note, exclusively to the buyer's bank account or he uses the credit note as an inclusion if there is a claim towards the buyer.

6

Price

6.1

Price of each product is listed on the company's website www.uniexpo.cz including possible discounts and transportation costs.

6.2

At the moment when the buyer submits his purchase order, in a written form, via e-mail or through e-shop at www.uniexpo.cz, he acknowledges that he is aware of the actuall prices of goods, transportation costs and bulk discounts. Confirmation of the purchase order will be sent to the buyer within next 24 hours in a written form or via e-mail, including listed prices.

6.3

Contracting parties can arrange negotiated prices for certain individual business cases. In this case the supplier will provide the buyer with a quotation in a written or electronical form. When the buyer makes a purchase order based on the quotation, he acknowledges that he approves the price quotation.

7

Terms of payment

7.1

The supplier is entitled to receive payment after the buyer accepts delivered goods or services.

7.2

Supplier will issue an invoice to the buyer for delivered goods or services – a tax document which becomes due in 14 days, unless agreed otherwise.

7.3

The due date is the day when the supplier's account is credited with charged amount or when cash payment is received in the supplier's cash register.

7.4

If the buyer is late with payment the supplier has the right to sell to this buyer only for cash or advance payment.

7.5

At the moment when buyer accepts goods with his signature, he declares that he has financial means available to pay for the delivered goods or services. In the case he is not able to guarantee payment, he can not order nor accept goods or services.

7.6

The buyer is obligated not to transfer claims (present or future) related to his business relations with the supplier to third parties, that is claims against the buyer are non-transferable according to § 525, clause 2 of the Civil code.

7.7

In case of infringment of payment conditions the supplier is authorized to take back unpaid goods, i.e. the buyer will make it possible for the supplier's representatives to access concerned goods. The buyer explicitly declares that he agrees with this option. Value of such a withdrawn goods will be for the sake of inclusion settled by the credit note. This price will include a discount of 50%, that the buyer will pay to the supplier with the cancellation fee of 50% from the value of delivered goods. If the quality of goods differs from the quality in which goods were delivered, the supplier is authorized to charge the buyer with a cancellation fee up to 100% of delivered goods. The buyer will also cover all side costs related to the securing of goods or claims by the supplier himself or a delegated third party.

8

Sanctions

8.1

The supplier is authorized to charge a conventional fine of 0,5% for each day of outstanding delay. The conventional fine is due in 10 days since the notice has been delivered to the buyer. This does not rule out the claim of supplier for the compensation for damage.

9

Guarantee periods and complaints

9.1

The Guarantee period for products is listed in the warranty card attached to each product. If the period is not listed, the guarantee period prescribed by law applies. The guarantee period starts on the day of goods acceptance by the buyer.

9.2

Delivery where quality or amount differs from agreed conditions is reclaimable.

9.3

Complaints can be filled only in a written form, stating date of delivery, number of related invoice, type of goods, label from the goods cover, reclaimable amount, defect description, enclosed defective sample and buyer's request.

9.4

Damaged (mechanical, chemical, unqualified assembly, faulty storing etc.) are not considered to be defects.

9.5

The buyer has to report apparent defects at the moment of hand over, or in the latest within 48 hours after the hand over. These defects have to be recorded in a delivery note and must be confirmed by the carrier.

9.6

When the above mentioned periods expire, the supplier is no longer liable for defects or damages.

9.7

If the contracting parties do not reach an agreement concerning defective delivery, then an unbiased institution, authorized by both parties will determine the quality. Both parties oblige to respect its opinion and conclusions as final.

9.8

Costs for quality determination, carried out by the unbiased institution, will be charged to the party against which the result of the analysis testifies.

9.9

The buyer is obligated to pay the full amount in due time, even despite his complaint, and he is obligated not to associate his complaint claim with payment of the purchase price for the delivered goods.

9.10

The buyer is obligated to pay the full amount in due time, even despite his complaint, and he is obligated not to associate his complaint claim with payment of the purchase price for the delivered goods.

10

Quality

10.1

Goods are delivered in quality corresponding with applicable standards.

11

Obligation to maintain confidentiality

11.1

The supplier is obligated to maintain confidentiality concerning facts that he learns while doing business with the buyer, be it economic, bank or business secret and other facts that can in whatever way to harm security, business interest or the good name of the buyer if presented publicly.

12

Additonal provisions

12.1

The supplier and the buyer agree and acknowlede the electronical way of communtication, especially electronical mail and internet networks, as effective and binding for both contracting parties.

13

Resolution of disputes

13.1

Both parties agree that all disputes resulting out of these GTT (hereinafter just „disputes“) will be solved in a conciliatory way. Communication aimed at reaching the agreement will take place only in a written form, while both parties agree to accept also the electronic form of communication (e-mail).

13.2

If the dispute cannot be solved in a conciliatory way, as said in clause 13.1, or if such course would not be possible, then all disputes that could result out of this contract or could be related to this contract will be dealt with, with exclusion of ordinary court, by The Court of Arbitration by The Chamber of Commerce of the Czech Republic and The Agrarian Chamber of the Czech Republic under the law 216/1994 on Arbitration proceedings and performance of arbitration awards (further just arbitration proceeding). Both parties agree that such disputes will be arbitrated by a sole arbitrator Mr. Petr Sýkora, birth No. 610612/0544, correspondence address: Za Hládkovem 20, 169 00, Praha 6. The arbitrary proceeding will take place on the correspondence address of the arbitrator. The arbitrary proceeding is opened on the basis of arbitrary complaint submitted by one of the parties. The arbitrary complaint has to be sent to the arbitrator in two copies to the above specified address. In the complaint must be clear to whom it is addressed, who is submitting it, what matters it concerns and what is its goal, next it has to include description of crucial facts, marked evidence on which the plaintiff bases his complaint, and it has to clearly specify what the plaintiff claims. The arbitrary complaint has to include these GTT. Paper evidence has to be provided in originals or verified copies. The arbitrary proceeding will be handled only in a written form, i.e. without verbal negotiation of the matter. The arbitrator can decide the dispute between parties on the principles of justice. Both parties agree that the issued arbitrary award does not have to include grounds of the judgement. In others are the rights and obligations of the arbitrator and participants governed by the Law on arbitration proceedings, supported by the Civil Procedure Code. Within 10 days since submission of the complaint will the plaintiff pay the arbitrary fee, which is 3% of the value of the dispute, minimum 3000,- Czk, and an advance payment for the costs of the arbitrary proceeding in the amount of 3000,- Czk. The participant that will not be successful in the arbitrary proceeding, will reimburse the other participant, who was successful in the matter, the costs of the arbitration proceeding, i.e. the arbitrary fee, cash expenses (such as postage), or costs of a legal adviser, and next the cash expenses of the arbitrator, incurred in relation to the arbitartion proceeding (for instance postage and expenses related to realization of evidence through the requested court). The obligation to provide compensation for the cost of the arbitrary proceeding will be decided by the arbitrator in his arbitrary award, taking into account the proportional successfulness of both participants in the dispute.

14

Consumer Relations

14.1

In case of consumer relationship applies directly the legal regulation in compliance with the Civil Code and Law on Protection of the consumer.