General Purchase Terms

Unless otherwise agreed the contract shall be governed by the following General Purchase/Sales Terms and Conditions. What not agreed in the Contract, it shall be governed by the respective provisions of the Trade Code of the Czech Republic. Any preliminary agreements concerning the Contract shall become null and void if they are in controversy to the present Contract . All amendments to the Contract shall be made in writing.

Article 2___________________________________________________________________________________

1. The purchase price shall be invoiced to the Buyer by the Seller. The due date of the invoice shall correspond to the terms of payment agreed in the Contract. Should the invoice value be not paid on maturity, then the Seller has the right to charge the Buyer with the respective interest as per the rate and other conditions -agreed in the Contract. Additional costs, if any, occurred due to amendment of the original instructions and requirements by the Seller shall be paid accordingly and on the same conditions.

2. The Seller shall have the right to invoice the goods on the date of dispatch, ie after the goods have been handed over for transportation, or on the date of storage, should that be required by the Buyer, or the Buyer did not handed over the instructions for dispatch in time.

The title to the goods shall transfer to the Buyer at the moment of the full payment of the agreed purchase price for the goods delivered and for the additional costs occurred due to Buyer s fault, and which were duly invoiced by the Seller.

The Buyer shall have the right to dispose of the goods purchased in a usual manner until the moment the Buyer is in arrears or insolvent or bankrupt or shall go into liquidation on the basis of a legal action.

Should the purchased goods be not dispatched or handed over due to Buyer s fault, then the Seller is entitled to dispose of the purchased goods at the costs and risk of the Buyer. In such a case the purchased goods might be stored in Seller s or public warehouse or in the warehouse of a third party or they might be sold. The Seller shall be entitled to ask the Buyer for damages.

The Buyer shall have the right to submit a) quantity claim to the Seller when taking over the purchased goods and b) quality claims of which ba) obvious defects within 7 (seven) days from the take over of the purchased goods and/or other than obvious defects within 7 (seven) from their ascertainment, however, within 3 (three) months after the take over of the purchased goods.

The Buyer shall submit the claim by a registered airmail letter. Should the claim be advised by a telex or fax, then it shall be confirmed by a registered airmail letter. The date of the submitting of the claim shall be that of the mail stamp date of the registered airmail letter.

As circumstances excluding the responsibility shall be deemed natural disasters, fire, explosion, war, riot, strikes, civil commotions which impede or prevent from the timely performance of the Contract.

Where not in contradiction to the agreed terms, the Contract shall be governed by Incoterms 1990 edition including subsequent amendments subsidiarily to apply.

The agreed terms and conditions of this Contract, including its validity and/or nullity shall be governed by the Czech Law. Any claim or dispute not settled in a conciliatory manner shall be submitted to the Arbitration Court of the Chamber of Economy and Agriculture (Hospodarska komora Ceske republiky a Agrarni komora Ceske Republiky).