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GENERAL TERMS AND CONDITIONS

General Terms and Conditions for B2B:

IMPEDANCA d.o.o. supplies goods and renders services to its customers pursuant to the General Terms and Conditions of IMPEDANCA d.o.o. of 1 May 2012, as published here. By confirming a purchase order, each legal entity also acknowledges its agreement with the General Terms and Conditions of IMPEDANCA d.o.o. of 1 May 2012.

I. General:

The General Terms and Conditions of IMPEDANCA d.o.o. (hereinafter "Vendor") govern obligations between the Vendor and customers purchasing goods and services offered by the Vendor. Any amendments and supplements to the General Terms and Conditions shall apply only if they are made in writing. A written form under these General Terms and Conditions shall be deemed to be letters, fax messages and emails sent from the address of one contracting party to the address of the other contracting party and other media used for storing records. Any general terms and conditions of the customer shall not be binding upon the Vendor, unless agreed otherwise in writing.

II. Quotations, purchase orders, contract conclusion:

The Vendor's quotation contains the quantity and price of goods, delivery period and validity period in which the customer is to accept the quotation in order for the contract to be validly concluded. A quotation may be made for payment in advance or open payment.

The payment-in-advance quotation means that the Vendor will send the customer a quotation containing all elements of a pro-forma invoice. A sales agreement is concluded if the customer pays the amount indicated in the quotation during the validity of the quotation. The customer is required to notify the Vendor of the payment made, while the period for the delivery of goods or provision of service starts running on the day following the customer's notification of payment to the Vendor. A quotation for open payment means that the Vendor first sends a quotation to the customer based on which the customer sends a purchase order to the Vendor, and the Vendor then sends an order confirmation to the customer after receiving the purchase order. In such case, an agreement is concluded when the Vendor sends the order confirmation to the customer, while the period for the delivery of goods or provision of services starts running on the day following order confirmation.

The Vendor's goods labelled as NC/NR in a quotation are non-returnable and a purchase order for such goods cannot be cancelled. If the customer cancels a purchase order, it is required to reimburse to the Vendor all costs incurred by the latter in relation to the completion of the order. A customer may cancel a purchase order within 8 days of concluding the agreement and, if cancellation is made later, it depends on the Vendor whether it will consider such a cancellation as made in due time.

If the customer places an order on demand, it is required to cancel the goods within the period agreed upon in writing. If a purchase order is cancelled after the expiry of such a notice period, the Vendor may at its own discretion supply the goods or withdraw from the delivery obligation and request the reimbursement of all costs incurred in relation to the late cancellation made by the customer.

The Vendor's goods that are labelled with an asterisk (*) in the description do not comply with the Restriction of Hazardous Substances (RoHS) Directive 2002/95/EC. The customer shall purchase the goods labelled with an asterisk (*) at their own risk and, by ordering or purchasing such goods, waives any claims for damages against the Vendor for the damage incurred due to inadequate materials.

III. Prices, exchange rates:

In its quotation or pro-forma invoice, the Vendor indicates the currently applicable prices. All prices are, as a rule, wholesale prices for manufacture packaging, EXW Vendor's warehouse (EXW INCOTERMS 2010) and also include customs fees, operating costs and other costs, unless the quotation indicates otherwise or, rather, unless agreed otherwise with the agreement. Prices shall apply as at the date of goods delivery or service provision, unless laid down otherwise in the quotation. The prices do not include VAT. The prices do not take into account the cost of special packaging, transport or postal charges, unless it is indicated in the quotation that such costs are included in the price. Any delivery of goods to the customer will be charged to the debit of the customer pursuant to the applicable price list of the company that makes the delivery. Notwithstanding which party organises such a delivery, the risk of damage to the goods shall transfer pursuant to the EXW clause.

The Vendor may unilaterally change the price of goods after an agreement is concluded if: - the USD/EUR exchange rate increases by more than 3 percentage points in the period from the issuance of the quotation to the delivery of goods and if the quotation for the delivery of goods was made in EUR currency, i.e. by the same percentage (%) as for the exchange rate increase.

In such cases, the customer is not entitled to withdraw from the agreement on account of the price increase. The Vendor reserves the right to increase the price of goods proportionally if the delivery period exceeds 4 months and if production or transport costs for the goods ordered increase substantially after the receipt of the customer's purchase order and prior to the expiry of the delivery period, i.e. the proportionate price increase may not exceed that of the costs. In such cases, the customer is not entitled to withdraw from the agreement on account of a price increase.

IV. Delivery period and delivery:

The delivery period is indicated in the quotation that the customer received and shall start running as laid down in these General Terms and Conditions. The Vendor may deliver goods to the customer in part in several deliveries, unless the customer indicated in writing upon the acceptance of the quotation that it shall accept no partial delivery of goods. If the Vendor delivers goods in part and is unable to deliver the rest of the goods, the agreement for the delivered part shall remain applicable, unless the customer indicated in writing upon the acceptance of the quotation that the entire quantity is an essential component of the agreement.

A delivery period confirmed in writing may change in the event of a change in the customer's purchase order for goods in circumstances that are beyond the control of the Vendor and in the event of force majeure. A change of a purchase order shall be deemed to be any change of the quantity, technical specifications, etc. of the ordered goods. Circumstances that are beyond the Vendor's control shall be deemed to be the situations indicated in these General Terms and Conditions under the chapter Force majeure and other circumstances beyond the control of the Contracting Parties. In such cases, the Vendor shall be required to inform the customer immediately of the reasons for the extension of the period and of the new delivery period in which it shall be obliged to deliver the goods. A new delivery period must be appropriate with respect to the circumstances due to which it was extended. A date for the delivery of goods shall be deemed to be the day on which the goods are dispatched from the Vendor's warehouse to the customer's address or on the day on which the customer is informed that the goods are ready for acceptance.

If the customer wishes to withdraw from the agreement due to a delay, it is first required to set in writing a new appropriate delivery period not shorter than two weeks for the Vendor during which the Vendor must deliver the goods, and may withdraw from the agreement in writing after the expiry of such a period if the Vendor failed to deliver the goods within the newly set delivery period. The customer shall not be entitled to the payment of damages incurred due to a delay in the delivery of goods.

V. Dispatch of goods and transfer of risks:

The Vendor shall sell the goods to the customer based on the parity Ex Works (EXW - Incoterms) Vendor's warehouse in Maribor, unless agreed otherwise in writing upon the conclusion of the agreement.

The risk of destruction or damage to the goods shall transfer to the customer at the moment when the goods are shipped from the Vendor's warehouse. The risk of destruction or damage to the goods shall also transfer to the customer in the event of a delay in the acceptance of goods on the part of the customer. The goods ready for personal pickup must be collected by the customer within 3 working days. Failing this, the Vendor shall store such goods in its warehouse at the cost and risk of the customer.

VI. Payment period, payment insurance, levies:

The payment period shall start running on the day an invoice is issued and shall be indicated in the invoice. The payment period shall be indicated in a pro-forma invoice if the quotation is made for an open payment and, if the payment period is not indicated in the quotation, it shall amount to 8 days. In the event of late payment of an invoice by the customer, the Vendor shall also charge legal default interest to the customer. If the customer fails to pay an invoice within the payment period, the Vendor may send a written reprimand to the customer and, if the customer fails to pay the invoice within 3 days of receiving the reprimand, the Vendor may withdraw from the agreement and the customer shall in such case be required to pay the Vendor a penalty amounting to 10% of the purchase order. In the event of a complaint or warranty claim made by the customer in respect of the quantity or quality of the goods, the payment period shall be extended only if the warranty claim is justified and shall be extended after the Vendor approves the warranty claim in writing.

If the customer's solvency is significantly reduced after the conclusion of the agreement or the customer faces insolvency or overindebtedness, or the Vendor learns after the conclusion of the agreement that such a financial position of the customer had existed before the agreement was concluded and the customer fails to provide an adequate payment guarantee immediately upon the Vendor's request, the Vendor may withdraw from the agreement with a written notice. In the event of a sale based on an open quotation, the Vendor may request after the conclusion of the agreement that the customer provide a payment guarantee in the form of a bank guarantee, blank bill of exchange with a bill of exchange statement, personal guarantee or other guarantee or pay for the goods in advance. If the customer fails to provide a guarantee or make an advance payment within 15 days of the date on which the Vendor requested an additional guarantee, the Vendor may withdraw from the agreement with a written notice. Guarantees for the payment of goods may be drawn by the Vendor only if the customer is in arrears with the payment of due invoices for more than 15 days. The Vendor may withhold the delivery of goods to the customer if the customer has unsettled outstanding liabilities to the Vendor, i.e. until the time the customer pays all outstanding liabilities in full to the Vendor. If the customer fails to pay outstanding liabilities in full within 15 days of the receipt of a notice of withheld delivery, the Vendor may withdraw from the agreement with a written notice.

VII. Reservation of title:

The Vendor reserves the title to the goods delivered until the customer's obligations relating to the delivered goods are settled or met in full, including the payment of any cost of reprimands and legal default interest. The Vendor shall have the right to request the handover of the goods that are subject to the reservation of title in all cases where the customer fails to settle the purchase amount in full. If the customer resells the goods prior to the expiry of the payment period, it shall be obliged to inform its customer of the Vendor's title reservation clause. Upon any repossession or similar requests for the goods including the Vendor's products by a third party, the customer shall be required to inform the third party immediately of the title reservation clause. The customer shall be obliged to participate in all actions taken to protect the Vendor's property or title to the Vendor's goods until all customer's obligations are met.

VIII. Quality guarantee, warranty claims, warranty, responsibility:

The Vendor shall provide a guarantee for the quality and intended use of the material/goods delivered to the customer in the same scope as provided by the manufacturer of such material/goods to the Vendor. Before placing an order for goods, the customer is, therefore, required to familiarise itself of the quality and intended use of such goods and make sure that such material/goods comply with its intention in terms of quality and intended use.

The customer shall have the right to enforce claims arising from the warranty for flawless operation of items within the period, under the terms and in the manner laid down in the Vendor's or manufacturer's warranty statement or certificate upon the submission of the invoice. The customer shall be obliged to submit a warranty claim relating to the quantity or quality of delivered goods immediately upon the acceptance of goods or, in case of hidden defects, immediately upon learning of such a defect. The Vendor shall not be held responsible for hidden defects that appear after 6 months of the dispatch of the goods, unless the warranty statement or certificate lays down otherwise. A warranty claim is to be submitted by the customer in writing with a record that must be signed by a 3-member committee. In the event of a warranty claim, the customer must immediately return the goods subject to the warranty claim to the Vendor, so that the latter can establish the eligibility of the warranty claim, otherwise it shall not be entitled to enforce the warranty claim. If the customer fails to act in line with the provisions of these General Terms and Conditions when enforcing a warranty claim, it shall lose the right to a warranty claim.

If the goods are defective, the Vendor shall choose at its own discretion whether it will eliminate the defect or replace the goods with new goods. The Vendor shall not be held responsible for the damage incurred by the customer as a result of the customer's delay in the fulfilment of its obligations or, in particular, for incorrect or inaccurate data, specifications or any other information provided by the customer but shall have the right to request the reimbursement of all costs, losses or damages incurred due to such actions. The Vendor shall not be held responsible for damage caused to the goods directly, in particular for indirect damage or costs, loss of income and/or other material and non-material damage suffered by the customer. In the event of a partial warranty claim, the customer shall be obliged to pay the Vendor the share of purchase amount referring to the goods that are not subject to the warranty claim. If the customer's warranty claim is found to be justified, the Vendor undertakes to resolve it as soon as possible.

IX. Return of goods

The customer may return flawless goods if they were purchased from the Vendor and provided that the Vendor gives its prior express consent (see the last paragraph of the section Quotations, purchase orders). It shall be possible to return only undamaged and flawless goods in original packaging of the manufacturer, i.e. within 6 months of the delivery date. All transport costs incurred in the mentioned return of goods to the Vendor shall be borne by the customer. The Vendor reserves the right to charge administrative costs in the amount of 20% of the sales price for the goods returned.

X. Use of goods

The customer is required to use the goods in line with the Vendor's/manufacturer's instructions and rules of the profession. The Vendor shall provide no warranty for the goods sold if: the customer fails to observe instructions for the use of the goods and the specifications of the goods; the customer stores the goods improperly; defects occur on the goods due to materials supplied by the customer; defects occur on the goods due to unauthorised or unprofessional assembly or works (repairs) on the goods; defects result from normal wear and tear and in other cases where the cause for a defect is not the result of the Vendor's/manufacturer's actions.

XI. Force majeure and other circumstances beyond the control of the Contracting Parties

In the event of force majeure or other emergency conditions (e.g. natural disasters, unforeseen disruptions or standstills in production, strikes or other labour interruptions, administrative or other restrictions or prohibitions, such as an embargo or confiscation, restrictions in financial operations, transport restrictions, shortage of goods or raw materials experienced by the manufacturer's supplier, reduction in power supply and other restrictions not depending on the will of the Contracting Parties), the period for the delivery of the goods shall be extended accordingly for the term of force majeure or other emergency conditions. If the Vendor is unable to deliver goods to the customer due to such circumstances that do not depend on the Vendor's actions, the Vendor may withdraw from the agreement but must do so immediately after learning that the delivery of goods will not be possible. In such case, the Vendor shall not be obliged to pay the customer anything and shall be free from any liability, including for damages, other than the obligation to refund the purchase amount.

XII. Withdrawal from the agreement:

The Vendor shall be entitled to withdraw from the agreement if the customer exceeds the agreed payment period by more than 14 days, if the customer provided false information regarding its financial solvency upon the conclusion of the agreement or if the customer's financial solvency diminishes after the conclusion of the agreement, whereby it must inform the customer in writing of the reasons for withdrawal from the agreement, ask the customer to fulfil its obligations and set an additional 8-day period for the completion of its obligations. If the Vendor withdraws pursuant to the provisions of this paragraph, the customer shall have no right to claim damages, while the Vendor may request that the customer reimburse the damage incurred. If the Parties withdraw from the agreement, they shall be required to return the goods received or the purchase amount for the goods received, respectively, to the other party. The purchase amount shall be repaid interest-free.

XIII. Assignment of claims and notices:

The customer undertakes not to assign to any third party claims to the Vendor arising from the relationship that is the subject of a sale based on these General Terms and Conditions without its prior written consent.

XIV. Settlement of disputes:

The Vendor and customer will strive to resolve any disputes arising from or in relation to their mutual cooperation amicably. All judicial proceedings between the customer and Vendor shall be resolved before the competent court of Maribor.

XV. Final provisions:

These General Terms and Conditions shall apply to all relationships between the Vendor and customers, unless the Parties agree otherwise in writing and in advance. Individual rights and obligations between the Vendor and the customer, who is a consumer within the sense of regulations governing consumer protection, that are regulated by mandatory rules on consumer protection differently than in these General Terms and Conditions shall be directly subject to the mandatory provisions governing consumer protection.

Maribor, 1 May 2012