GENERAL CONDITIONS OF SALE

General conditions of sale of Coptech d.o.o. and EU countries:

1.The Contract

Any offer submitted by the Seller is given without obligation and is only an invitation to the Buyer to make an offer to buy. No order of the Buyer placed with the Seller in pursuance of a quotation or otherwise shall be binding on the Seller. The Contract shall be deemed to be entered into when the order is accepted in writing or by electronic data interchange on acceptance of order form of the Seller ("the Order Acknowledgement"). Any claims against the Seller's Order Acknowledgement shall be made immediately and not later than five (5) days from the date of the Order Acknowledgement. These conditions shall be incorporated in and govern any contract for the sale of goods between the Buyer and the Seller ("the Contract") and shall prevail over any representation written or oral made or given prior to entering into the Contract and over any terms put forward by the Buyer, unless the Seller expressly agrees to them in writing. Any standard conditions put forward by the Buyer, any statements in the brochures, catalogues, manuals or leaflets of the Seller or correspondence between the Buyer and the Seller shall have no legal effect.

2.Delivery

2.1Time of delivery

The Seller shall make every reasonable effort to perform delivery on the date or dates required by the Buyer but such date or dates are neither guaranteed nor deemed to be of the essence of the Contract. A delay in delivery including delivery later than the date or dates provided in the Contract documents shall not constitute a breach of the Contract. The Seller is not liable for any costs, expense, injury or damages caused through delay in delivery nor shall the Buyer be entitled to avoid the Contract or to any remedy for delayed delivery unless otherwise expressly agreed in writing, in which case the Seller is liable to the exclusion of any other remedies to pay liquidated damages if specifically agreed.

2.2 Terms of delivery

The terms of delivery are specified in the Confirmation of order. Unless otherwise agreed in writing, the Contract is for delivery FCA Coptech d.o.o. named site of the Seller (Incoterms 2000). The Seller shall notify the Buyer when the goods are ready for collection at the agreed site and the Buyer shall collect them without delay. It the goods are not collected by the Buyer, the Seller may dispatch or store the goods itself as it sees fit at the expense of the Buyer. The delivery obligations of the Seller shall be deemed to be fulfilled thereupon and the risk shall pass to the Buyer as well as the obligation to pay the Contract price. Notwithstanding any other condition herein contained the Seller may at its option deliver and invoice the goods by installments and each delivery shall be treated as a separate contract. Claims by the Buyer concerning previously delivered goods shall not relieve the Buyer from the obligation to take further deliveries of goods ordered. In case the Buyer does not collect the goods within 5 days than the Seller shall reserve the right to charge the Buyer with the storage cost at the daily rate of 0,7% completed Contract. In such a case the Seller will reserve the right to invoice all manufactured goods. Simultaneously the Seller will reserve the right to hold execution of any outstanding orders without bearing any penalties for delayed deliveries and to leave at Seller's disposal all invoiced goods that were not collected without any financial consequences.

2.3 Subject of the Contract

Subject of the Contract (delivery) will be collected by the Buyer (FCA Coptech d.o.o.) within 5 days after written advice note from the Seller unless otherwise agreed between parties. If the Buyer would not accept the place and delivery terms agreed shipping instruction, the Seller should be entitled to store the goods at his own choice at the Buyers cost and risk, recognizing such activity as execution of the delivery or allowing the Buyer additional time to collect the goods. After additional time for collecting the goods, the Seller has the right to withdraw from this Contract and demand the damages.

3.Payment

3.1 The full payment

The Contract price and the terms of payment are specified in any Order Acknowledgement. Unless otherwise agreed in writing, the Buyer shall pay the price in full within 30 days of the date of the invoice. The payment is deemed to be effectively made only when the full amount has been credited irrevocably to the Seller in currency specified in the invoice. The Buyer shall not be entitled to withhold any payment or partial payment for any sum alleged to be due to the Buyer by way of set-off or counterclaim. All bank charges outside Serbia are for the Buyer's account. The Buyer shall be obliged to identify any amount while making transfer stating Invoice number/date of issuance/contract number/value and to send such notice to the Seller. If any manufactured goods advised for dispatch by the Seller, shall not be collected / dispatched in total volume by the Buyer within 5 (five) days from the date of notice of the Seller then the Seller shall reserve the right to invoice these goods.

3.2 Remedies for defaults in making payment

Should the Buyer be in default in making any payment due according to the Contract,
i) the Seller shall have the right upon giving due notice to the Buyer to withdraw from all other contracts with the Buyer or suspend delivery of any goods there under or to make further delivery only upon such conditions as the Seller may in its reasonable discretion decide;
ii) all invoices which have not fallen due for payment shall upon due notice by the Seller become immediately payable;
iii) the Seller shall be entitled to charge the Buyer with the statutory interest rate from the due date of payment until the payment is effectively made in accordance with sub-clause 3.1

3.3 Anticipatory breach

The Seller may suspend the performance of his obligations if, after the conclusion of the Contract, it becomes apparent that the Buyer shall not perform a substantial part of his obligations as a result of but not limited to a serious deficiency in his ability to perform or in his creditworthiness, or his conduct in preparing to perform or in performing the Contract. If the Seller has already dispatched the goods before such anticipatory breach becomes evident, the Seller may prevent the handing over the goods to the Buyer even though the Buyer holds a document which entitles him to obtain them. When anticipatory breach as described in the first sentence becomes evident the Seller has also right to declare the Contract avoided. Neither contractual party shall be entitled to transfer any liabilities / receivables resulting from this Contract hereunder to any third party without written approval of the contractual parties. Such action is considered as fundamental breach of the Contract without written agreed of second contractual party.

4.Right of property reservation

The goods comprised in the Contract shall remain the property of the Seller until the full payment due under all Contracts between the Buyer and the Seller has been made according to their terms, even when the goods have been delivered, processed or assembled apart or together with the other goods belonging to the Buyer. The Buyer shall store the delivered goods in such a manner that they can be identified as being property of the Seller. If any payment is overdue in whole or in part or any execution shall be levied upon the property or assets of the Buyer or any petition for bankruptcy (voluntary or involuntary) shall be filed by the Buyer or its creditors, or the Buyer becomes unable to meet its obligations as they fall due the Seller may enter into premises of the Buyer to recover or resell the delivered goods or any part of it to the extent permitted by applicable law.

5.Quality

5.1Non-prime

Goods sold as "non-prime" or goods agreed by the Buyer and the Seller to be "non-prime" are sold in their actual state without warranty and with all faults. Any statement, specification or other information provided by the Seller in respect of such goods is given in good faith and the Seller shall accept no responsibility for its accuracy. The Seller shall under no circumstances be liable to the Buyer or any third party on account of the quality or condition of such goods.

6. Claims

. Any claim arising out of this contract and/ or relating to this contract should be called for to the Seller not later than 90 days from the date of passing of risk in accordance with Incoterms 2000.
. In case any material dispatched from Coptech d.o.o. is put to any further processing and/or treatment before reaching its final destination, no claim arising from that fact shall be considered.
. The Buyer has the right to check the quality of delivered goods or to appoint a specialized organization for inspection at his own cost when unloading/ storing.
. After arrival of consignment to the place of final destination the Buyer is obliged to prepare inventory of the material when unloading. If any quantity discrepancies are observed, such evidence must be confirmed in writing by any appropriate railways authorities and/ or the carrier. The Buyer shall be obliged to deliver any reports pursuant to quantity discrepancies to be issued by any appropriate railways authorities and/ or the forwarding agent/ carrier to Coptech d.o.o. within 90 days after arrival at final destination. The Seller shall replace or reimburse faulty or incorrect goods at its cost as quickly as possible. The Seller of material being subject to any possible claim shall notify the Buyer about settlement of such claim.
. If any qualitative discrepancies are observed, the Buyer shall be obliged to notify Coptech d.o.o. and to deliver any reports pursuant to such discrepancies for the purpose to recognize if they are sufficient to be accepted or an independent recognized surveyor's inspection certificate shall be required. If an independent specialized organization shall be required to carry out the inspection of any claimed material than such organization shall be agreed by contractual parties. In such a case any evidence must be confirmed in writing by an independent recognized surveyor's inspection certificate. Any inspection certificate shall be passed to producer of material being subject to any possible claim and the Seller shall notify the Buyer about settlement of such claim. Otherwise, the claim will be rejected, as well as claims regarding the surface defects caused by improper protection during transportation and stocking after passing of risk in accordance with Incoterms 2000.
. The Buyer cannot deduct any possible claim from any invoiced amount due to this reason. Any claim will be dealt with separately.
. Claims arising out of hidden defects should be called to the Seller immediately after discovery of same, but the Seller shall respect such claim if called within 12 months after passing of risk in accordance with Incoterms 2000.

7.Force Majeure

Should any Force Majeure circumstances, namely government restrictions, natural calamity, elements of nature, Fir, acts of God, war, military action, blockade or strikes arise, preventing the Seller/Buyer from wholly or partially carrying out the contract obligations the period stipulated for the performance of the contract shall be extended for as long as the circumstances prevail. Providing that in the event of these circumstances continuing for more than 5 months. The Seller and the Buyer shall have the right to refuse to fulfill its contractual obligations without title to indemnification of any losses it may thereby sustain. The party to carry out its contractual obligation shall immediately advise the other party of the commencement and the termination of the circumstances preventing the performance of such order.

8.Disputes

Any dispute arising out of or in connection with the Contract, which cannot be settled by mutual negotiations, shall be finally settled by arbitration. The arbitrators are to be appointed by the Arbitration Council of the Supreme Economic Court of Serbia and the rules of the said Board are to be observed in the arbitration procedure. The arbitration proceedings shall be conducted in Katowice, Serbia, in the English language. Notwithstanding the foregoing, the Seller reserves the right to refer any dispute to the appropriate court in Serbia or in the Buyer's country instead of arbitration.

9.Place of destination

The Buyer shall not be entitled to resale/reexport the goods subject of the said Contract to the Polish market. In case of resale/reexport the Buyer shall be obliged to pay 30% of the value of resold/reexported goods to the Seller. The Buyer shall take any consequences resulting from resale/reexport of the concerned goods being not agreed with the Seller, including any costs, losses and damages pursuant to this title which shall be borne by the Seller and his customer/s. The Seller shall have the right and the Buyer shall be obliged to furnish the Seller with the copies of CIM and/or CMR letters to be confirmed by the final consignee and/or the Buyer. The Seller shall have the right to obtain a copy of the statement of the appropriate customs office and/or treasury office in the country of the destination for the concerned goods, and such statement shall confirm the final customs clearance for the imported goods and/or intercommunity purchase within European Union. In case the Buyer shall not provide and evidence that the concerned goods subject of the said Contract, have been entered into the customs area of the country of destination then the Buyer shall be obliged to pay extra fee in amount 30% of the concerned goods' value.

10. Applicable law

The Contract shall be governed by and construed in accordance with the laws of Serbia. The United Nations Convention on the International Sale of Goods (the Vienna Convention) is hereby excluded.

11. Modifications and amendments

Any modifications or amendments to the conditions of the Contract must be agreed in writing between the parties.