REPLAST PRODUKT, spol. s r.o.

Terms of Trade

1. Generally

The General Business Terms and Conditions of company REPLAST PRODUKT, spol. s r.o. with official seat: street Ke Karlovu 21, 301 00 Plzeň, the Czech Republic, ID-No. 25245945 (hereinafter only Seller) are an integral part of each Contract of Purchase entered into between the Seller and natural persons and legal entities (hereinafter only Buyer). Parties to the Contract can also negotiate other terms and conditions or deviate from them. However, such a case has to be quoted in a pertinent Contract to Purchase.

2. Ordering

2.1 An order has to be submitted in writing and involve a product specification, quantity and packaging of the delivered product, desired term of supply, transportation way and exact destination. Any phone, fax or oral orders have to be confirmed in writing (or per e-mail) in at the latest in five working days.

2.2 The Contract shall be originated by confirmation (acceptance) of the written order.

2.3 In case of a withdrawal from the Contract the Buyer shall be bound to reimburse any provable additional costs that were caused by that order.

3. Place of Goods Acceptance / Off-take

3.1 The manufactured goods will be ready to be taken over in the Seller´s production premises, Ke Karlovu 21, 301 00 Plzeň that will ensure loading of goods onto a means of transport defined by the Buyer.

3.2 If the Buyer arranges transportation by himself at his own expense he shall be responsible for any damages to goods starting from the day the goods have been taken over by a shipper up to time of payment in full.

3.3 If the Buyer does not arrange transportation by himself the transportation will be ensured by the Seller, as agreed upon with the Buyer, and the Buyer undertakes to reimburse any freight charges.

3.4 The Buyer shall be bound to take over the goods within 7 days on call to off-take. If he does not do that the Seller reserves the right to invoice storage charges of CZK 25 per m2 and one day of occupied storage ground.

4. Packing / Wraps

4.1 The goods will be wrapped according to its kind on standard pallets with dimensions of 1200 x 800mm in quantities as stated in the pricelist. An atypical packaging shall be agreed in advance.

4.2 If goods are delivered on pallets the Buyer will be charged a price for pallet of CZK 150 without VAT.

5. Prices

5.1 Basic prices of goods are defined by the Seller´s pricelist being valid within the delivery completion, i.e. EXW Plzeň, Ke Karlovu 21, 301 00 Plzeň.

5.2 The Buyer, who did not pay his liabilities in full to the Seller in previous year, paid them after their maturity date or still has had outstanding liabilities fallen due, has no claim on price reduction.

5.3 Possible price changes, seasonal prices and other discounts will be announced on the company web pages: www.replast-plzen.cz at the latest 30 days prior to their coming in force.

6. Payment Conditions

6.1 The goods will be always supplied after it has been paid for unless agreed in writing otherwise. Parties shall stipulate a reservation of proprietary rights pursuant to provision § 445 of the Commercial Code like that the object of purchase (supply of goods) will be passed on the Buyer after he has paid the purchase price in full.

6.2 The supply of goods paid by a tax document, i.e. invoice will be charged with due date of 14 days from the day of service of the invoice. If there are any doubts about the date of service it is understood that the tax document i.e. invoice has been served within 3 days from its issuance.

6.3 The tax document – the invoice shall be sent to the address stated in the order. Effects of service will happen even in such a case that the post-office has returned the consignment as undeliverable or the Buyer has obstructed its service in any way.

6.4 The Buyer agrees upon that his claim will be proceeded to be collected / recovered 30 days after it has fallen overdue and the Buyer shall bear all expenses connected with the collection / recovery thereof. The Seller reserves the right to charge an interest on late payment of 0.05% of the outstanding amount for each delayed day. The goods shall be retained in the Seller´ s exclusive ownership until the purchase price payment in full by the Buyer.

6.5 If the Buyer is in delay with compensation and that is why the goods can´ t be handed over the Seller will lodge that goods in his store at the Buyer´s expenses. Then the Buyer shall be bound to reimburse all additional costs to the Seller (depositing and loading of goods in the store, any storage charges or vain transport outputs etc.), the supply shall be deemed to be executed and fulfilled on the Seller´s side.

6.6 If the Buyer does not adhere the payment conditions, especially if he is in delay with payment, the Seller shall consider it as substantial breach of contractual relations and he is entitled:

a) To require cash payment at taking over of goods (however there is no chance of discount) or an advance payment by bank transfer.

b) To cut or cancel the negotiated reduction in price of goods

c) To stop appropriate supplies without breaching the pertinent Contract of Purchase

d) To withdraw from the Contract of Purchase

7. Quality

7.1 Product characteristics complying with requirements of pertinent standards, the Seller´s technical sheets and technological rules shall be deemed to be in principle the agreed quality.

7.2 The Seller issued written Declarations of Conformity covering all sold products that are classified pursuant to Act No. 22/1997 Coll. and related governmental regulations as specified/defined products.

7.3 Minor deviations from product dimensions, colour and surface are not considered as quality failure as they are subject to input raw material – recycled stuff made of PVC cable insulation.

8. Danger of Damage to Goods

8.1 The Seller is not liable for damage that was caused by the Buyer´s unskilled or incompetent goods handling however the due care should have been or had to be provided by the Buyer.

9. Deficits and Complaints

9.1 The Buyer shall receive a delivery note at taking over of goods and he shall confirm the take-over or identifications of detected deficiencies and shortages on its copy.

9.2 Possible impairment of a delivery part at transportation does not justify the Buyer to return the whole consignment.

9.3 In spite of the Seller´ s due care any defects and faults can arise with the supplied product. The Buyer undertakes to check up the goods immediately after its delivery and has the right to make a claim of any detected defects. The Buyer shall file a complaint at once he has identified such a fault in writing. He shall retain the claimed goods and store it separately.

9.4 Any quality complaints of supplied pallets can be applied by the Buyer only on the day of take-over of goods that are laid upon them. Any later complaints will not be taken into account.

9.5 The right of complaint shall not be related to non-standard products that were purchased at the Buyer´s specific request.

10. Final Provisions

10.1 Both parties to the Contract shall be bound to proceed within their possibilities like that to minimize relevant damage, losses or risks that can arise from any activities connected with the Contract performance or goods utilization.

10.2 Each of the parties shall ensure consequently not to disclose confidentiality of any business information concerning the bilateral contractual relationship.

10.3 Sales of goods or services shall be executed according to these General Sales and Delivery Terms and Conditions, the effective pricelist and particularly concluded Framework or Object Contracts of Purchase to which the Declaration of Conformity will be attached as well as at the Buyer´s request any copies of relevant product Certificates and Safety Sheets.

10.4 VAT in statutory percentage will be added to all above stated finance amounts defined in CZK.

10.5 The General Sales and Delivery Terms and Conditions 2006 have been effective since 01.08.2006 until cancellation.