INFOPAGE

Trade Terms

1. DEFINITION

1. In the General Trade Terms (hereinafter referred to as the “Agreement” only), the expressions have the following meaning if not interpreted otherwise:

2. The “Seller" is Josef Hlaváèek, registered office address: Brdièkova 1910, Praha 5, 155 00 Czech Republic, Company Identification Number: 16078918, (the Seller by proxy authorised by a power of attorney). The branch office address for corresponding: <http://josefhlavacek.jinak.cz> is Josef Hlaváèek, Brdièkova 1910, Praha 5, 15500,Czech Republic

3. The “Customer" is a physical person or legal entity who accepts oral or written Seller’s bid of a Work of Art (see the definition below) or the person whose order of the Work of Art is accepted by the Seller.

4. In the General Trade Terms, the expressions have the following meaning if not interpreted otherwise:

5. The “Work of Art" concerns all subjects of the Contract (see the definition below) including all their components and accessories.

6. The “Contract" is a contract of sale of Works of Art (contract of sale) made between the Seller and Customer.

7. "Products made by third persons” are such Works of Art which are not produced or assembled by the Seller, who is not either their author, and the third person delivers such Works of Art to the Seller, who sales them again.

2. completion of THE CONTRACT

1. The Seller sells the Work of Art and the Customer buys it at his/her own expenses. The intention of Parties is to make the Contract in such a way no rights or liabilities to third persons result from it, so that the third persons do not have a right to set up a claim arising from the Contract, and no claims of the Contract could be set up against them.

2. The Contract is made if one of the following facts occurs:

1. the Seller’s bid is accepted by the Customer; or

2. the Customer’s order (whatever form) is accepted in one of the following ways (the one which happens at first):

I. written or oral acceptance of the order by the Seller;

II. delivery of the Work of Art; or;

III. the Customer receives an invoice from the Seller.

3. The Agreement is an integral part of the Contract.

4. No changes or amendments are binding for the Seller and Customer unless confirmed in writing by the Seller and Customer; that does not void the provisions of article 3, clauses 3 and 4.

3. PRICE AND PAYMENT

1. When the Work of Art is delivered, all the Seller’s invoices shall be paid in cash in EUR without any discounts. An agreement can be made and then a particular amount is paid in advance or an invoice is issued with a due date of fourteen days from the day the Customer receives the invoice. Under no circumstances the Customer is entitled to decrease or withhold the payment for any reasons unless the Seller explicitly agrees with providing a business loan to the Customer.

2. The price of the Work of Art is the price that the Seller determines in the Contract.

3. The Seller stipulates the right to change the price of the Work of Art, so that it corresponds to the increased costs caused to him/her due to some facts the Seller himself/herself cannot influence (e.g. exchange rate changes, increasing prices of goods of the third persons, currency control, changes of liabilities, significant increase of labour force prices and prices of materials or other production costs).

4. The price of the Work of Art does not include transport costs.

5. The Seller’s expended costs of transport are added to the prices. The amount shall be determined by the mutual agreement made between the Customer and Seller.

6. The price and any other fees, which shall be paid according to the Contract, do not include value-added tax, which the Customer shall pay in the amount and period according to legal regulations.

7. The essential pertinence of the Contract is the due date. If any amounts, which shall be paid according to the Contract, are not paid within 7 days from their due date, the Seller is entitled to charge delay interest and the contractual fine in the amount of 0.1% of the sum owing, beginning the last day the amount should have been paid and ending on the day of its repayment (in both cases including the stated days). This also concerns the days before issuing a mandatory judgement of performance as well as the period after its issuing. That does not void other Seller’s rights. Such delay interest shall be paid immediately when the Seller requires that.

5. OWNERSHIP TITLE AND RISKS

1. The Customer acquires the ownership rights of the Work of Art only when the Price and other amounts, which shall be paid to the Seller according to the Contract, are paid.

2. Until the transfer of the ownership right, the Customer, who possesses the Work of Art, has depository liabilities and is obliged to preserve the Work of Art and identify it in such a way, so that it can be defined as the Seller’s goods under any circumstances.

3. The Seller is entitled to require performing liabilities arising from the Contract, especially to pay the Prices of the Work of Art irrespective of the fact the ownership of the Work of Art has not been transferred to the Customer yet.

4. The risk of loss of the Work of Art is being transferred to the Customer at the moment the Work of Art is delivered to the Customer or his/her agent; that does not void the validity of the below mentioned article 5, clause 6.

6. DELIVERY OF THE WORK OF ART

1. The Work of Art is considered to be delivered to the Customer at the moment the Seller enables the Customer or his/her agent or forwarding agent (who is considered to be Customer’s attorney whether the transport charges are paid by anybody) to physically dispose with the Work of Art on the Seller’s place or on another delivery place under the Seller’s approval.

2. The Seller is entitled to decide to deliver the Work of Art in partial deliveries in any order.

3. When the Seller does not perform or breaches the liabilities concerning one or more partial deliveries, it does not cause terminating of the Contract in relation to the Works of Art which has been already delivered or undelivered yet.

4. The Seller may deliver to the Customer and the Customer is obliged to accept a smaller amount of the Works of Art than the amount that has been ordered. The Customer is obliged to pay for the delivered Works of Art.

5. The delivery terms of the Works of Art provided by the Seller are only approximate and not binding for the Seller. The Customer acknowledges that during performing Seller’s liabilities, the stated delivery terms are not binding.

6. If the Customer does not accept the delivery of the Works of Art or their parts on the day he/she is obliged to do so and does not provide any instructions, documents, permissions, approvals and authorisations necessary for delivering the Works of Art in the appointed period, the Seller is entitled to store the Works of Art or arrange their storing after informing the Customer in writing. On the day the Customer is supposed to accept the Works of Art and he/she does not do so, the risk of loss of the Works of Arts is transferred to the Customer, the delivery is considered to be realised and the Customer is obliged to pay the Seller all the expenses and costs (including charges for storage and insurance) caused due to breaching Customer’s liabilities.

6.acceptance of the work of art

1. The Works of Art are considered to be accepted by the Customer in good conditions and concordance with the Contract unless the Customer informs the Seller about anything else by phone, fax or telex on the date of delivery. Such a notice should be confirmed in writing within two days from its making. The Customer is not entitled to refuse paying the Price of the Work of Art or its part in the time the notice is being investigated by the Seller according to this clause.

7. proclamation

1. The Customer hereby affirms the Seller that he/she has not made the Contract under the Seller’s previous proclamations (whether oral or written), except such proclamations that are definitely stated in the Contract. The Customer acknowledges that no claims against the Seller can be set up in relation to the previous proclamations not definitely stated in the Contract.

8. force majeur

1. None of the parties is responsible for the delay when performing their liabilities under the Contract if such a delay is caused under circumstances eliminating their responsibility. The period of performing liabilities of the particular party can be extended.

9. confidentiality

1. Each of the parties shall keep confidence regarding all the information obtained from the Contract or in connection with it, that is such information which is either identified as confidential or has the essential pertinence of confidentiality. The parties shall not provide such information to any other persons (except the employees of a particular party, i.e. only the employees who need the information) without previously written approval of the other party. The provision does not apply to the information which one party had legally obtained before the negotiations of the Contract completion started, information which is known publicly or will be known in the future (not due to breaching this provision) or if the information known commonly. Each of the parties secures that their employees are aware of this provision and follow it even after the Contract is withdrawn.

10. contract withdrawal

1. The Contract may be withdrawn by a contracting party in the form of written notice addressed to the other party when any of the following facts occur:

i. the second party enters into bankrupt or compensatory proceedings;

ii. the second party accepts decision of its dissolving (except the case the decision is issued for the purpose of financially hopeful change of the other party into another form of the company or for the purpose of financially hopeful division, merging or amalgamating of the second party with another company);

iii. the proposal for bankruptcy of the second party is refused due to the shortage of assets;

iv. the appropriate court issues the decision to dissolve the other party;

v. the second party is dissolved in another way or there is doubt it may be dissolved.

2. Terminating the Contract does not have the impact on the already incurred rights and liabilities of the parties, neither on force, effect, and duration of such contractual provisions whose occurrence, force or effect duration are definitely expected even after the Contract is cancelled.

11. waiver

1. If one of the parties abnegates a right, provides a sufficient period or tolerance concerning performing of provisions of the Contract, the rights of that particular party or any future waiver is not limited when the liability is breached again. No right, authorisation or compensation provided to one of the contractual party do not eliminate any other right, authorisation or compensation which belong to the other party. Such rights, authorisation and compensation are cumulated.

12. assignement rights and liabilities

1. None of the parties is entitled to assign or otherwise transfer rights and liabilities or their parts resulting from this Trade Terms to the third person unless the second party issues a written approval to such assigning or transferring in advance.

13. delivery and form of notice

1. If not otherwise explicitly stated, all the notices which shall be presented must be in written form and sent to the receiver’s address quoted in the Contract or to an address in the Czech republic, which the receiver informs about by a notice made under the provision of this clause. If such an address is not provided, the notices shall be sent to the receiver’s registered office address. Each notice can be delivered either personally or by registered mail or by cable or fax. The notice is considered to be regularly delivered at the moment of delivery when delivered personally, within the period of 48 hours after sending the letter by registered mail, and at the moment of sending if it is sent by cable or fax.

2. The notice influencing force or life of the Contract must be delivered personally or by a registered mail with a return receipt.

14. separability

1. If an authorised body finds any or all the provisions of the Contract or Agreement invalid or unenforceable entirely or partially, the validity and enforceability of other provisions of the Trade Terms or Contract and remaining parts of the particular provision remain valid.

15. headlines

1. Headlines and organisation of the General Trade Terms are stated with the purpose of clear arrangement and have no impact on the interpretation and meaning of the Contract.

16. decisive right

1. The Contract is governed by the Czech law and is interpreted in accordance with it. The parties agree their relations arising from the Contract shall be governed by the commercial code. A local and appropriate unbiased Czech court shall decide any and all disputes arising from the Contract.

Josef Hlaváèek MgA, the Czech republic.