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General business terms and conditions

for the sale of goods and services by SKETCH Company Ltd., Bratislava

1. INTRODUCTORY PROVISIONS

1.1 Unless agreed otherwise, these general commercial conditions, issued in line with the relevant provisions of the Commercial Code (hereinafter the "Conditions") are applicable to all contracts between the company SKETCH Ltd., Ružomberská 6, Bratislava, Trade Registration Number: 35 877 529 as the seller and the buyer stated and signed on the seller's "sales contract" form (hereinaftert the "Contract"), these Conditions are not applicable to dealers with whom a yearly framwork contract has been signed.

1.2 CONDITIONS form an inseparable part of the contract and by signing the contract the buyer confirms his complete agreement with these contitions.

2. SUBJECT MATTER OF THE PERFORMANCE

2.1 The subject matter of performance is the delivery of promotional objects without printing or with printing (hereinafter the "goods"), bidingly ordered by the buyer in the sales contract, inclusive of all its supplements.

3. PURCHASE PRICE OF GOODS AND SERVICES (PRINTING)

3.1 The price listed next to the products and in the pricelist of printing does not include VAT and unless there exists a written agreement stipulating a different price or the price has been modified by an especially issued pricelist, this price represents a valid purchase price of the product and of printing for the purchase contract signed the given day. In case a valid pricelist has been issued with the catalogue, the prices of goods and printing and event. also the conditions specified in the pricelist are valid.

3.2 Price of the product does not include delivery costs.

3.3 Price of the product does not include necessary costs of packiging and delivery, and these will be counted on an extra invoice ( the prices are counted based on the current pricelist of postal services of Slovak Post, alternatively the UPS Company).

3.4 The price of products charged with batteries does not include the price of batteries (unless specified differently in the catalogue) and they have to be ordered separately.

3.5 Additional charged for processes and technologies are added to the cost of printing in the pricelist.

3.6 A surcharge of 12,00€ is added to the price, unless the order exceeds 17,00€ and  a surcharge of 8,00€ unless it exceeds 33,00€ (prices ex VAT).

3.7 The seller povides the following discounts on individual orders - sales contracts:

a.) quantity discount on price of goods ex VAT:

{table of discounts}

4. DELIVERY TIME

4.1 Depending on the state of goods in stock the delivery time is:
a) 1 - 5 weeks for orders without printing
b) 2 - 5 weeks for orders with printing

4.2 In case of orders with printing, the first day of delivery time is the day of submission of complete data for printing.

4.3 Should confirmation of the artwork be required, the first day of the delivery time is considered to be the day of artwork confirmation. The seller is obliged to present the artwork to the buyer for confirmation within five working days from the signing of the contract and acquisition of complete data for printing.

4.4 Should the parties concerned agree on an advance payment, the delivery time will start on the day when the payment in the agreed amount is placed on the account of the seller.

4.5 The buyer and the seller may agree on an express delivery time. In that case the buyer pays the express surcharge by the Art. 3.5 of the CONDITIONS.

5. DELIVERY TERMS AND CONDITIONS

5.1 Upon agreement, the buyer clearly specifies one of the delivery methods in the contract:

1. personal collection in Bratislava
2. carrier delivery COD (DPD,...)
3. carrier delivery without COD (DPD,...)
4. post office COD (only on agreement with the seller)
5. post office without COD (only on agreement with the seller)
6. direct delivery to the buyer (SKETCH - price on agreement)

5.2 Place and time of the subject matter of the performance for the delivery methods:
a) 1 display room premises (branch)
b) 2 to 5 time and place of handing the goods to the first independent currier company, or a post office in the municipality where the seller is based
c) 6 place where the goods will be delivered to the buyer or to the a third party authorised by the buyer

5.3 Unless stipulated otherwise, the buyer pays the delivery costs according to the delivery methods Art.5.1. :
a) 2 to 5 directly to the currier
b) 6 to the seller in the form of a specific item in the invoice

5.4 The seller is authorised to perform the subject matter of the contract also partially and the buyer is obliged to accept the partial performance of the subject matter.

6. PAYMANET TERMS AND CONDITIONS

6.1 The Buyer is obliged to pay the purchase price for the goods and services supplied, including freight costs, packiging, as well as event. surcharges and VAT.

6.2 By mutual agreement, a method of payment will be indicated in the sales contract:
a.) invoice on delivery of goods
b.) cash on delivery of goods
c.) COD (courrier, post office)

6.3 If this is a new customer, only the payment methods B and C from 6.2 are plausible for the first three deliveries.

6.4 When payment method A is used, the billing date is the date of the delivery of goods to the buyer or to the first independent carrier.

6.5 The invoice is due within 10 days from the date of issue, the invoice is considered paid the day the amount invoiced is placed on the account of the seller.

6.6 The seller is entitled to invoice a partial performance of the subject matter of the contract and the buyer is obliged to pay such an invoice in due time.

6.7 The buyer shall assume the ownership of the goods only on the day of payment of the full purchase price to the seller.

6.8 Withholding the payment or cuts in payment due to a counterclaim are not permissable, unless there exists a written agreement stating otherwise.

7. CONTRACTUAL PENALTIES

7.1 For method of payment A according to Art. 6.2 the penalty is set to 0,5% of the outstanding amount for each day of delay in payment of invoices and if time delay exceeds 30 days, another penalty of 10% of the outstanding amount is added for each additional 30 days underway.

8. CONTRACT WITHDRAWAL

8.1 The seller may cancel the contract if the buyer has still not paid the advance payment after more then 10 days after the agreed date. Furthermore in the case of gross breach of the contract, or in the cases specified by the Commercial Code.

8.2 Declaration of withdrawal must be provided in writing and it must specify the reason for withdrawal. The contract is cancelled on the delivery of the declaration.

8.3 In the event of termination of the contract by the buyer (except the cases mentioned in Art. 8.5), the buyer is obliged to pay the seller the compensation of 50% of the agreed purchase price of goods, no later than 10 days after the contract cancellation.

8.4 In the event of termination of the contract by the seller, due to gross breach of the contract by the buyer, the buyer is obliged to return all the delivered and yet unpaid goods and then pay the seller the cancellation fee of 50% of the purchase price of goods.

8.5 The seller is not responsible for the delay or inability to supply goods due to force majeure or in cases where the desired goods are not availible on the market within the period requested by the buyer. In this case the buyer will be informed by the seller about the extended period of fulfillment or about the inability to supply goods in the form of a notice in a delivery note or in an invoice of partial fulfillment of the order. The buyer is not entitled to any right of compensation of the event. damage. Acceptance of the alternative date of fulfillment is confirmed by the buyer in writing (also by fax) within the time limit indicated on the seller's notice. If he fails to do so, it is considered as withdrawal from the contract and the seller automatically and without a further notice removes the undelivered goods from the order.

9. OTHER PROVISIONS

9.1 If the buyer orders printing in the contract and the seller provides him with a graphical preview of the artwork, which the buyer confirms in writing or in the elecronic form, the buyer has no right to request further free of charge repairs or withdrawal from the contract due to dissatisfaction with the overall result of printing (this does not include damaged or poor quality printing).

9.2 The risk of loss, destruction or damage of the goods passes from the seller to the buyer the moment the goods are delivered to the buyer or handed to the first independent career.

9.3 Regarding liability for defects the provisions from the §422 of the Commercial Code are binding for the contraced parties.

9.4 The buyer must notify the seller about all obvious defects in writing and in accordance with the Complaint procedure of the seller no later than 7 days upon receipt of the goods and in case of hidden defects no later than 6 months upon the receipt. The complaint does not delay the due date of the invoice issued for the goods.

9.5 The seller is obliged to remove the recognised defects by a repair, alternative performace, credit note or by other agreed means within two months after receiving the complaint. Further claims, especially claims for compensation of indirect and consequential damage are excluded from the liability for defects.

9.6 The quantitative differences found by the buyer outside the seller's premises must be accompanied by a testimony of an independant third party for justification.

9.7 Failure to pay the price for the delivered goods within 30 days after the due date is considered a gross breach of the contract.

10. FINAL PROVISIONS

10.1 In cases not specified by these CONDITIONS, this contractual relationship is governed by the Commercial Code and the disputes will be handled in the court, in the jurisdiction of which the seller's premises are based.

10.2 Note: the products listed in this catalogue are intended solely for advertising and promotional purposes.