GENERAL COMMERCIAL TERMS AND CONDITIONS GOVERNING RELATIONS REGARDING SALES OR MANUFACTURING AND PRODUCTION OF CERTAIN PIECES OF WORK BY THE COMPANY NAMED Helma 365, s.r.o., with registered office at Dlouhá 730/35, Praha 1 – Staré Město, Postal Code 110 00, Company no. (IČ): 27111083 (hereinafter the “Seller”) effective commencing on 15 March 2018.

1. OFFER, ACCEPTANCE OR CONTRACT

The present General Commercial Terms and Conditions (hereinafter the “GCTC”) shall be applied to and represent an integral part of:

1. all offers (hereinafter the “Offer”) addressed to a business partner of the Seller (hereinafter the “Buyer”);
2. all acceptances, recognitions or confirmations by the Seller of all and any orders made by the Buyer (hereinafter “Acceptance”);
3. all and any contracts resulting from any relevant Offer or Acceptance;
4. all and any contracts incorporating by reference the present GCTC;

(the arrangements referred to above under subparagraphs (c) and (d) shall hereinafter be referred as the “Contract”);

relating to all and any sales of any goods by the Seller/provision of services by the Seller/or manufacturing and production of certain pieces of work by the Seller for the Buyer. The present GCTC constitute an inseparable part of the Offer, Acceptance or Contracts entered into by and between the Seller and the Buyer. All and any Offers shall be conditioned by a consent issued by the Buyer as described and as contained in the GCTC. Such consent (acceptance) by the Buyer with the GCTC may be made (i) by way of a written or oral representation of the Buyer or its agent; (ii) by accepting/ taking over the Products; or (iii) by way of any other act executed by the Buyer or its agent equivalent to Acceptance of an Offer.

2. ORDERS

The Buyer is entitled to make orders via the order form available on the web site www.helma365.eu or in the Internet store at http://eshop.helma365.eu.

The Seller sells a minimum quantity of a single type of the goods which corresponds to one package (number of pieces) as indicated in the pricelist.

The Buyer shall send orders in writing as follows:

(i) by fax to: +420 284 840 188;

(ii) via e-mail to: obchod@helma365.eu;

(iii) via the e-shop at: http://eshop.helma365.eu.

If the Buyer selects one of the above-described manners of placing its orders, the Buyer at the same time thereby represents and confirms that it has been aware of the price for the relevant piece of goods.

Orders made via the e-shop shall have priority.

All orders shall contain the identification information about the Buyer, the code, and the description of the goods, their quantity, and required date of delivery. The order form can be downloaded from the Seller’s web site: www.helma365.eu. The Seller undertakes to confirm all orders not later than on the next business day after the receipt of the order. The Seller shall notify which items cannot be supplied at any given moment, and also which items have been sold out and can no longer be placed on offer. The Seller shall specify to the Buyer the schedule of deliveries of the goods. Thereby, such order shall become binding and the Contract shall be deemed as duly concluded. In exceptional cases, the Seller reserves the right to refuse an order without stating any reasons for such refusal.

The Buyer may also order individual services according to the Seller’s catalogue (e.g., print of logos, logo-typing, etc.). The Buyer shall send such orders exclusively via e-mail, and the description of any such required services shall be clear and certain. The Buyer shall deliver any data relating to such required services together with the relevant order in the following formats: *.ai, *.eps, in design, or in the form of a *.pdf printout. Upon the confirmation of such order, the Buyer will also receive a printout for proofreading, including the visualisation of the product, its colouring, and placements of the logo. The Seller shall not commence the completion of any orders prior to receiving such approved proofreading from the Buyer.

Any previously confirmed orders may be modified and cancelled exclusively subject to mutual consent from both parties.

Information about available quantities shall be displayed in the Seller’s e-shop and in the order form. Such available quantity is displayed merely for information and it shall be subject to technical restrictions of on-line data transfers between the systems, and it shall not give the Buyer any legal title to deliveries of any goods. Such available quantity as displayed in the e-shop may be viewed upon the Buyerś registration.

3. PRICE

The prices have been listed in the Seller’s official pricelist by way of agreed percentage discounts from recommended end-prices. Discounts shall not apply to the pricelist of services. The pricelist can be downloaded from: www.helma365.eu. The Seller reserves the right to change such prices in the course of the season. The amount of discounts shall be notified upon request or it shall be described in the Contract. Afterwards, such discounts will also be shown upon logging to the Seller’s e-shop.

The price may be subsequently modified and increased if the cost of inputs on the part of the Seller is increased or if the Seller acquires additional expenses that could not be envisaged at the date of the execution of the Contract.

4. INTELLECTUAL PROPERTY RIGHTS, PROTECTION OF PERSONAL DATA

The Seller, upon sales/provision of services/production of certain pieces of work, shall grant to the Buyer a mere non-exclusive and non-transferable licence to use the relevant intellectual property rights to the extent as appropriate regarding normal uses of such products.

The Buyer acknowledges that such products/services/pieces of work may also contain certain personal data belonging to certain subjects of such data (including without limitation, first names, surnames, contact details, photographs, etc.), in respect of which the Seller has received the relevant consents from such subjects of such data to handle and process such data for certain specific purposes. The Buyer shall not be entitled to process any such personal data to any extent exceeding the performance of the Contract that corresponds to routine dissemination and utilisation of products, and/or over and above the purpose as the Seller shall explicitly notify the Buyer.

The Buyer shall reimburse the Seller for any losses or expenses incurred due to any breaches of any obligations as stipulated in the present paragraph of the GCTC.

The Buyer may supply the Seller with certain personal data belonging to the Buyer or its agent(s). In any such cases, the Seller will process such personal data for the purposes of implementing its justified interests represented by any relevant performances under the Contract. In this connection, such personal data may be used for marketing purposes and for deliveries of commercial notifications. The Seller, for the purposes of the implementation of its justified interests (all and any performances under the Contract) is authorised to allow access to such personal data to certain third parties that have been dully contractually bound (e.g., carriers). For more information about collection of data and protection of personal data by the Seller, please, see the Seller’s web site: https://eshop.helma365.eu/informace/ochrana_osobnich_udaju.asp.

5. TERMS OF PAYMENT

Upon a mutual agreement between the Seller and the Buyer, the price will be disbursed in one of the following ways:

(i) an advance payment against a pro-forma invoice;

(ii) a payment via the on-line payment gateway;

(iii) in cash, payable at the Seller’s premises at the following address: Nademlejnská 600/1, Praha 9, Postal Code 198 00; this exclusively upon prior arrangements.

If a written contract has been concluded by and between the Seller and the Buyer, alternative terms of payment may be agreed therein (e.g., payments against an invoice upon the delivery of the goods – for the elimination of any doubts, such invoice shall be deemed as delivered to the Buyer within three days of its dispatch).

The provision of Section 1987(2) of the Civic Code shall be excluded. The Seller and the Buyer agree, and the Buyer explicitly consents to, that the Seller is entitled to set off all and any receivables in respect of the Buyer, both due and not due, regardless of the reason for their incurrence, against any receivables that the Buyer may claim from the Seller.

Without the Seller’s prior written consent, the Buyer shall not refuse the execution of any payment or any portion thereof, in an attempt to enforce any counterclaim or any unilateral offset of any receivable held by the Buyer against any receivable or any claim on the part of the Seller. The Buyer may assign all and any rights or titles resulting from the Contract exclusively upon a prior written consent from the Seller. The Buyer is free to set off unilaterally its receivables against the receivables of the Seller exclusively upon receiving a written consent therewith from the Seller.

If the Buyer is in default with the repayment of any receivables possessed by the Seller, if any substantial deterioration of the Buyer’s property occurs, if any legal proceedings or any other proceeding or insolvency proceeding relating to the Buyer’s property should be commenced, the Seller shall be entitled to request the return of the goods, even without withdrawing from the Contract, and the Buyer shall comply with such request.

The Seller shall be the exclusive owner of the goods until the full repayment by the Buyer of all receivables held by the Seller in respect of the Buyer. All and any payments made by the Buyer to the benefit of the Seller shall be deemed as executed upon their crediting to the account of the Seller.

If the Buyer is in default with any pecuniary payment, the contracting parties agree on a contractual penalty in the amount of 0.1 percent of the defaulted amount per each day of such default in the pecuniary payment, until its full repayment. The enforcement of such contractual penalty shall be without prejudice to any potential title to damages suffered by the Seller.

The Seller may reduce, and/or discontinue any supplies of the goods that should be implemented against orders placed by the Buyer, if the Buyer fails to honour the due date of payments of the purchase prices, or if the Seller is in doubts whether any of the previously delivered goods would be paid for duly and on time by the Buyer, or if the Seller suspects that settlements for any such delivered goods have not been sufficiently secured by the Buyer. The Seller, in such above-described cases, shall not be deemed to be in default with the fulfilment of its liabilities.

6. DELIVERY

The Seller undertakes to deliver the goods as described in the catalogue (except for personalised services) within three business days of the confirmation of the order (except weekends and bank holidays in the Czech Republic). If the Buyer should pay to the Seller for the order by way of a pro-forma invoice, the goods would not be dispatched before the crediting of the payment to the account of the Seller. The Seller undertakes to deliver wall calendars in the “promo” format not later than within 15 business days of the provision of all background information and the subsequent reconciliation of the press materials by the Buyer. The Seller undertakes to deliver any personalised products (e.g., advertising calendars, diaries with logo embossing) within 21 business days of the confirmation of the order by the Seller and the approval of the proofreading by the Buyer.

The contracting parties have committed in a binding manner that the Seller’s obligation to deliver the goods to the Buyer shall be deemed as duly performed upon their dispatch to the address of the Buyer and upon the surrender of the goods to the first carrier. Unless specifically agreed otherwise, the risk of damage to the goods passes to the Buyer at the moment of the surrender of the goods to the first carrier. The shipping costs shall be borne by the Seller. If the invoiced amount (free of VAT) for such orders does not exceed CZK 3,000, the Seller will charge the shipping costs to the Buyer. The Seller shall notify the amount of such shipping costs to the Buyer when confirming the order.

If the date of delivery is not complied with, the Seller may deliver the goods also after the expiration of such agreed delivery date. The Seller shall notify the Buyer immediately about any such date of delivery of the goods. The Seller shall not be liable for any damage or consequences caused by any such delay in the delivery of the goods.

The Seller shall charge the price of CZK 235 (plus VAT) per piece for any EUR pallets delivered together with the goods. The Buyer is entitled to return the pallets to the Seller at the Buyer’s own expenses.

7. FORCE MAJEURE

The Seller shall not be liable for any delays or failures to perform by the Seller as long as such delays or failures to perform result from a Force Majeure as defined below and in legislation. In the event of any such delays or failures to perform, the relevant performance under the Contract shall be postponed by such period of time during which such inability to perform persists and the Seller shall not be liable for any damage caused to the Buyer as a result thereof. The term “Force Majeure” means and includes all events and situations outside the control of the Seller.

8. LIABILITY FOR DEFECTS

The Buyer shall be required to inspect the delivered goods immediately upon their receipt from the carrier. The Buyer shall claim obvious defects and discrepancies in quantity immediately, otherwise its rights shall lapse and the goods shall be deemed to have been delivered free of obvious defects and in proper quantities. Any other shortcomings regarding quality may be claimed within the term of 30 days of the date of delivery of the goods (hereinafter the “Term”). Unless any such defects have been claimed within the Term as described in the previous sentence, the Buyer shall not be entitled to claim from the Seller any potential title due to the existence of any such defects. The Seller’s liability for defects shall terminate unless the claim is made in writing and not later than prior to the expiration of the Term, and, at the same time, unless such claim has been supported by any relevant appropriate evidence proving the merits of such claims. Any inconsistency between the goods as delivered and the required specifications that does not affect in any substantial manner the manner of use of the goods for the purpose as stipulated, shall not be deemed as defects in the sense of the Contract and the GCTC.

9. LIMITED LIABILITY

Each contracting party shall be liable to the other contracting party solely for any genuine damage. The Buyer shall be entitled to claim any potential damages from the Seller only up to the amount equal to the agreed price paid by the Buyer or any part thereof, according to the relevant Contract.

10. TERM AND TERMINATION

If the Contract is concluded on a distance basis, the Buyer is entitled to withdraw from the Contract without penalty within 30 days of receipt of the goods, however, exclusively if the goods meet the following conditions:

(a) the goods are complete and in original package that has not been hampered with;

(b) the goods have not been damaged during shipping;

(c) the Buyer must provide the delivery note and a proof of payment;

(d) the goods are demonstrably unused, if partly or wholly protected by the Copyright Act, or if intended for once-off consumption;

(e) they are not personalised goods, i.e., the goods modified and delivered together with a personalised service in keeping with certain individual requirements of the Buyer (e.g., print of logos, logo-typing, etc.).

Any notice of withdrawal shall be made in writing and it shall be delivered to the Seller complete with the number of the order, the Company number (IČO) and the date of purchase. The Buyer shall return to the Seller the goods that the Buyer has received from the Seller without any undue delay, not later than within 14 days of such withdrawal. The Buyer shall bear the costs of such return of the goods. If the Buyer withdraws justifiably from the Contracts, the Seller shall reimburse the Buyer for the purchase price for the goods in full, as long as the payment for the goods has already taken place, not later than within 14 days of the return of the goods. The Seller shall be entitled to deduct from such reimbursed amount its expenses related to the handling of the order. If the Buyer should withdraw from the Contract without grounds and if the Buyer sends the goods to the Seller right away, the goods will not be accepted, and/or they will be returned at the expenses of the Buyer.

Irrespective of any rights possessed by the Seller and contained in the Contract or in legislation, the Seller shall be entitled, by way of a notification made in writing, to terminate the Contract or any part thereof, as long as

(i) the Buyer is in default with any payments under the Contract;

(ii) the Buyer refuses to provide any required cooperation and it refuses to accept the goods;

(iii) an insolvency petition has been filed in respect of the Buyer’s assets;

(iv) the Buyer has breached any provision contained in the GCTC or in the Contract.

11. FINAL PROVISIONS

The mailing address of the Seller: Nademlejnská 600/1, Praha 9 – Hloubětín, Postal Code 198 00. The goods shall be dispatched and, if so required, subsequently re-accepted at the address of the Seller’s warehouse: West servis s.r.o. (sklad Helma365 s.r.o.), Strojírenská 381 (areál firmy I.M.F.), Sedlčany, Postal Code 264 01.

By placing an order, the Buyer confirms that it has been acquainted with the present GCTC, that it agrees therewith, and that it fully understands the content thereof. The Buyer shall be deemed to have been acquainted with the terms and conditions if they have been delivered to the Buyer via electronic mail or if they have been published on the web site of the Seller.

Unless agreed otherwise, all correspondence may be delivered to the Buyer to the address of the Buyer via electronic mail, by hand or by registered mail via the operator of postal services, at the Seller’s option. All and any letters, summons, notifications or any other documents will be deemed as delivered to the Buyer:

(i) if delivered via electronic mail, at the time when received on the incoming mail server;

(ii) if delivered by hand or via the operator of postal services, upon their receipt;

(iii) if delivered by hand or via the operator of postal services, also, upon refusal of receipt;

(iv) on the third day after dispatch unless the delivery has been confirmed in any of the above-described manners or otherwise; this provision shall also apply if the Buyer had not been informed about such dispatch.

The Seller and the Buyer undertake to resolve all and any disputes first of all by attempting to reach a mutual agreement.

Any disputes arising from the Contract, and/or the GCTC, or in connection with the Contract, and/or the GCTC, will be resolved with the exclusion of jurisdiction of the general courts and finally decided in accelerated arbitration proceedings before by the Arbitration Court attached to the Economic Chamber of the Czech Republic and the Agricultural Chamber of the Czech Republic in Prague, in accordance with the current version of the Rules of that Arbitration Court. The Arbitration Board will consist of three (3) arbitrators. Each contracting party shall be authorised to appoint one arbitrator. Those two arbitrators shall elect the President of the Arbitration Board who will at the same time serve as the third arbitrator. The venue of the arbitration proceedings shall be in Prague, and the language of the arbitration proceedings shall be the Czech language. The contracting parties undertake to comply with all obligations imposed on them in the arbitration award, within the terms as stipulated therein.

If any provisions of the Contract/GCTC should become invalid or unenforceable, this shall be without prejudice to the validity or enforceability of any other provisions of the Contract/GCTC. The contracting parties undertake to replace any such invalid or unenforceable provisions with new provisions whose wording will correspond to the intentions as expressed in the original provisions of the Contract/GCTC.