GENERAL SALES CONTRACT no.

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1 GENERAL SALES CONTRACT no. SELLER: BUYER: KOVINOPLASTIKA LOŽ d.o.o. Lož, Cesta 19. oktobra Stari trg pri Ložu, represented by Borut Flander, CEO (hereinafter referred to as the Seller) (hereinafter referred to as the Buyer) 1

2 I. SALES CONDITIONS General: The terms apply to all orders and arrangements for existing and future business partners, even if they have not been explicitly mentioned to them. General terms and conditions are published on the website Conversely, the Buyer's terms of purchase do not bind the Seller, even if they are explicitly attached to the order and the Seller does not respond to it. The Seller supplies Goods to the Buyer on the basis of a written order. If the Seller does not confirm or reject the order within 8 days of receipt, the order shall be deemed accepted. The Seller reserves the right of ownership and copyright for its drawings, plans, drafts. They should not be accessible to third parties. The Buyer is obliged to issue and forward to the Seller the order of Goods in writing (in writing, fax, , EDI). The order, once submited, has the legal nature of the order given by the Buyer for the conclusion of the sales contract. Subsequently, a written record of the Annex to this contract is exchanged between the parties by fax. Subject of sales: Goods under the Purchase Agreement in the Annex Quality of Goods: The Goods must conform to the agreed characteristics, in accordance with the technical data in the valid catalogs of the Seller. The customer must be notified in due time about any changes. If the order does not require that the Goods be in accordance with certain standards or does not contain a description of the quality of the Goods ordered, the Seller will deliver and give to the Buyer the Goods of ordinary quality, without any responsibility for the quality of the Goods. Relevant Certificates of Goods are attached if such a request was made in the Buyer's order of Goods. In the event that a request for certificates is given by the Buyer, the Seller is responsible for the accompanying documentation relating to the delivered Goods, but the Seller is not responsible for the information specified in this documentation. Packaging: The packaging is included in the price of the product. Special transport packaging (euro pallets, box pallets) is returned, unless otherwise specified in writing. Price: The Seller will charge Goods to the Buyer within 8 days after dispatch, at prices from the valid price list of the Seller on the day of dispatch, unless otherwise agreed with the Buyer in writing. In case of changes in duties, fees and other costs over which the Seller has no influence and which affect the price level and have occurred during the period from the conclusion of the contract to the delivery of Goods, the Seller reserves the right to make appropriate changes in the price. Unless expressly provided otherwise in the Order Confirmation, the prices are set in the net amount and the Buyer is obliged to pay all taxes and charges for Goods and expenses for transport, insurance, delivery, storage, handling and lodging, etc. Any increase in such costs, which comes into force after the date of the Confirmation of the Order, shall be borne by the Buyer. The Buyer is obliged to pay invoice for the Goods delivered, without any reduction, within 30 days from the date of issue of the invoice, unless otherwise specified in writing. In the event that the Buyer fails to pay the purchase price until the due date, it is obliged to pay to the Seller legal default interest and expenses of reminders. Place and method of delivery: If the delivery is not otherwise agreed, it shall be made to FCA Lož. The cancellation of the contract either completely or in part also causes all payment obligations of the Buyer to be due on the date of withdrawal, including those that have not yet been due, without any prior notice to the Seller on this consequence. In the event that the Buyer owes to the Seller, in addition to the principal, also interest and costs, the Seller shall organise the Buyer's payment in such a way that the costs shall first be paid, then the interest and finally the principal. Such a sequence also applies if the Seller deferred its claim to the Buyer with the claim that the Buyer has towards it. Place and method of delivery: If the delivery is not otherwise agreed, it shall be made to FCA Lož. Compliance, review and liability (reclamation) All supplies of Goods must be carried out within an acceptable deviation from the ordered Goods. When the Goods are delivered, the Buyer is obliged to inspect the Goods and verify its quantity and other properties of the Goods according to the Confirmation of the Order and immediately notify in writing all visible defects, damage and other flaws. The Purchaser shall be 2

3 deemed to have received the Goods without flaws and in relevant quantities, if within 3 days after the delivery and before the continued use of the Goods, the Seller does not inform the Seller in writing of any defects in the Goods and of any incorrect quantity of Goods. Regarding damage to Goods that supposedly occured in transport, the Buyer shall be obliged to inform the Seller in writing at the latest on the day of the Goods's unloading. The Buyer shall have no claim pertaining to the Goods' defects, insofar as it would be possible to determine these defects with a regular checking of the Goods which the Buyer did not perform. Pertaining to the defects that the Buyer could not notice with a regular checking, the Buyer must notify the Seller in writing (written form, fax, ) immediately after noticing a defect. The Buyer has no claims against the Seller regarding defects of the Goods that appear outside the deadline of 3 months after its delivery, and for defects about which the Buyer failed to notify the Seller in accordance with this paragraph. All claims must be communicated to the Seller in accordance with the specified time limits and in writing. For each claim the Buyer will specify: - information regarding the purchased Goods (date of delivery, date of the order, date of Confirmation of the Order, etc.), - the reasons for the submitted claim and the scope of the Goods in respect of which the claim was made, - an explanation of the claim (the value of Goods, in relation to which the claim was made, the manner of resolving the disputed situation, etc.). All notices of defects of the Goods or of any incorrect quantities of Goods and any claims shall be supported by the Buyer with documentation proving the justification of the Buyer's notice on defects of the Goods, any incorrect quantities or claims thereof in this respect. In any case, the Buyer is obliged to do everything necessary to prevent any further damage and is not entitled to withhold payment of the Seller's invoices already issued. If the Seller finds that the Goods have defects, then the Seller has the right either to replace the damaged Goods with the Goods of the same kind or, in case the Buyer has not yet paid the purchase price for these Goods, to reduce the purchase price or withdraw from the contract in the part relating to the Goods with defects. Such a resolved complaint does not entitle the Buyer to claim any damages claims against the Seller as a result of defects of the Goods. The Seller is not liable for any damage that would result directly or indirectly to the Buyer or to a third party due to defects in the Goods (damage due to the resulting additional costs of production, damage due to reduced production, loss of profit, etc.). The Seller is liable for damage caused by defects of the Goods only in case of its gross negligence or intention, which the Buyer is obliged to prove, but in any case, the Seller is only liable for damage not exceeding the amount of the invoiced value of the Goods. The Buyer is obliged to enable the Seller to inspect the damaged Goods, and he must also enable it to take a test sample of the Goods and to perform a technical inspection of the Goods, otherwise it will lose all rights from the title of Goods' defects. The Seller is obliged to consider the Buyer's Notice of Defects of the Goods and give it an answer within 14 days of receipt of the written error message. If it is necessary to examine the Goods in the Buyer's production or in its warehouse as a result of the alleged defects, or if it is necessary to appoint an appropriate expert who would give an opinion on the suitability of the disputed Goods, the Seller's time limit for processing the Buyer's Notice of Defects of the Goods shall be extended by at least 60 days from the receipt of a written notice on defetcs, or longer, if and as far as is necessary to resolve the whole matter. The costs of an expert are borne by a party who, according to the expert's opinion, is responsible for the faulty Goods. An appropriate expert who delivers an opinion on the suitability of the disputed Goods must be confirmed by both the Buyer and the Seller. The Seller is not liable for the damage that would have occurred to the Buyer in the unloading of Goods, which takes place at the premises of the Buyer itself. The Seller has the right to withhold the considering of all Buyer's claims until the Buyer has settled all of its undisputed overdue obligations. The Seller is liable if the Goods delivered to the Buyer are not in accordance with the Confirmation of the Order. The Buyer is obliged to provide the Seller with all necessary information in order to provide the Goods with required properties, as well as all information regarding the continued use of Goods, and to acknowledge that the Seller has fully fulfilled his obligation to deliver the required Goods when the Seller delivers Goods with the properties that have been requested. Any Seller's advice to the Buyer, either written or oral, before or during the use of the Goods, is only informative and does not oblige the Seller in any way. The same is true in case the Seller provides the Buyer with Goods for testing. The Seller's advice does not relieve the Buyer of the obligation to verify the suitability of Goods for its intended use. If the complaint occurred during transport, the Buyer is obliged to deliver: - the original of the freight or forwarding sheet, - a withdrawal statement (cessation) that only the Seller can claim compensation, - the acquirer's reclamation record, The Buyer can claim warranty in accordance with the control or warranty card attached to the Goods. Manipulation with Goods: In the case of Goods marked with special "Fragile" marks, the Buyer must pay particular attention to the loading, shifting, transporting and unloading of Goods and other manipulation of Goods, for possible damage. If damage occurs due to 3

4 inadequate handling of Goods after the Buyer's takeover, the Seller shall not consider them and shall not be liable for them. In case of damage to the transport packaging, the consignee should immediately check the contents and report the damage to the carrier upon handing over of the Goods. Product Features: For products that are the subject of the enclosed contract, the Buyer has at his disposal valid catalogs in which the following is noted: - technical specifications of the product, - basic characteristics of the product, - instructions for maintenance, - method of installation or installation instructions (for products that require it). II. TERMS OF PAYMENT DUR: Debtor-creditor relationship arises from the date of submission of a written order (fax, other form of electronic submitting of the order) or from the date of conclusion of the sales contract for individual deliveries/sales. In accordance with the order, an invoice is issued. Method of payment: The Buyer settles its obligation no later than the last day of maturity (currency) with the agreed method of payment. Up to the point of total payment of the purchase price, the Goods are owned by the Seller. The Contracting Parties agree that, as the normal method of payment, an assignment, a cession, a compensation, a money transfer, a chain reimbursement, and other valid methods of fulfillment shall be considered. At the request of the Seller, the Buyer must provide the appropriate instrument for securing the payment, which must be delivered to the Seller prior to the delivery of the Goods, on the basis of the published pro forma invoice or bill. The Seller may refuse to receive the payment instrument if, in its opinion, it does not provide sufficient security for payment. This judgment on the matter is exclusively the decision of the Seller. Interest: The Seller will charge the statutory default interest from the due date of the invoice (currency) until its payment. The Seller is also entitled to charge a lup-sum reminder fee. Transfer of risk, delivery of Goods, payment of taxes The Contracting Parties determine the date of delivery of the Goods by order or by the Confirmation of the Order. The date of delivery is deemed to be respected and the Seller is not delayed if it was ready to complete the delivery of the Goods to the Buyer by the agreed date, in case the Goods are not delivered by the agreed date due to the Buyer. In case of withdrawal from order by the Buyer, the latter is obliged to reimburse all costs incurred in connection with the order to the Seller. If the Goods are dispatched to the Buyer's address with the help of the Seller's carrier, the risk of accidental destruction or damage to Goods is transferred to the Buyer at the moment when it is delivered to the address specified in the order or the Confirmation of the Order. If upon the acceptance of Goods from the carrier, the Buyer determines a difference between the delivered Goods and the ordered Goods or damage to the Goods, it is obliged to immediately make a complaint on the copy of the consignment note of the carrier or on the list of the Goods sent. The purpose of this is to determine and demonstrate the extent of the carrier's liability for the difference in the Goods delivered or for defects of the Goods. If the Buyer itself accepts the Goods or thay are passed over to the carrier designated by the Buyer, the risk of accidental destruction and damage to the Goods shall pass to the Buyer at the moment the Goods are made available to the Buyer or its carrier in the Seller's warehouse. In the event that the carrier assumes the Goods on behalf of the Buyer, the carrier must provide the Seller with a written authorization for the takeover of Goods by the Buyer's representative. If it does not submit the authorization, the Seller is not obliged to hand over the Goods. In the event that the Seller does hand over the Goods due to the carrier's or the Buyer's insistence, the delivery is considered to be performed, and all responsibility and risks are passed on to the Buyer. Unless otherwise specified in the Confirmation of the Order, the Goods sold are delivered to the agreed place, whereby the Seller determines the route and mode of transport; the Seller also selects freight forwarders and carriers. The Buyer is obliged to provide the Seller with appropriate information, data and documentation in appropriate period of time, on the basis of which the Seller will be able to arrange everything necessary for the transport of Goods. In the event that this information or documentation is not provided to the Seller or not provided in due time, the Seller has the right to postpone the delivery date of the Goods and/or cancel the contract. 4

5 Return of Goods The Buyer is not entitled to a refund of Goods for reasons on its part (for example, a wrong order of Goods,...). Notwithstanding the preceding paragraph, the Seller may, in exceptional cases, consent to the return of the Goods, whereby the Buyer must return the Goods to the Seller's warehouse at its own expense. The return of Goods may be made on the basis of a prior agreement between the Contracting Parties and on the basis of a written confirmation by the Seller. The Buyer can return the Goods only if the latter are not damaged and if it can be established that these are actually the Goods delivered by the Seller according to the Seller's order. In such a case, the Buyer may return the Goods to the Seller within 1 month from the date of sending of the Goods, unless otherwise agreed in writing between the Contracting Parties. III. SPECIAL PROVISIONS The Seller reserves the right to stop the supply agreed upon in the Purchase Agreement without prior notice in the event that the Buyer does not settle its previous obligations after the executed deliveries or does not insure payment with a contractually agreed payment instrument. Transit shipment and invoicing are possible with the written consent of both Contracting Parties by entering into a written annex to the contract. Delivery outside the basic transport packaging is possible only by agreement with the Seller. The Seller reserves the right of ownership of the Goods dispatched and charged until the final payment of the purchase price and the default interest. In the event that the Buyer wishes to change the contractual or ordered quantities, it may do so only by agreement with the Seller in writing. IV. TERMINATION OF CONTRACTUAL RELATIONSHIP In case of termination of the contract between the parties, for the reason on the Buyer's side, the Buyer is obliged to pay the Seller all the costs that would be incurred in the production of the contract products made according to its order. In the event that the Buyer does not assume the total quantity of Goods ordered, the Seller has the right to deliver the Goods to the Buyer at its disposal and request a purchase price for it. Each of the Contracting Parties may withdraw from the contract without giving a reason for the resignation with a unilateral written declaration and with a notice period of 30 days. A Contracting Party wishing to withdraw from the contract must inform the counterparty to the contract with the statement of resignation in writing sent by registered mail with a return receipt. The notice period referred to in the preceding paragraph shall begin on the day when the counterparty receives a statement of resignation. If the Contracting Party refuses to accept or does not assume the registered mail with a cancellation statement, however, the withdrawal from the contract will take effect on the 15 th day from the submission of the registered mail to the post office. The Seller has the right to withdraw from the contract without notice, stating the reason for the resignation, in the event that the Buyer seriously violates the provisions of this contract, such as e.g. (the list is exemplified): - if the customer is late with payment for more than 30 days or if it is late with the payment of two successive due liabilities, - if bankruptcy, compulsory settlement, liquidation is introduced against the Buyer, - if the Buyer becomes insolvent, - if the Buyer uses the trademark of the Buyer, image material, logo, promotional material, etc., without the consent of the Seller or contrary to the Seller's agreement and/or the Seller's instructions, The Buyer has the right to withdraw from the contract without notice in case the Seller seriously violates the provisions of this contract. Termination of the contract without notice shall be made in writing and must be served to the counterparty to the contract. The contractual relationship shall terminate with the delivery of the termination to the counterparty. V. APPLICATION OF A TRADEMARK AND OTHER MATERIAL By signing this contract, the Buyer declares that: - it will not use the trademark of the Seller without its express written permission, - it will not be used contrary to the agreement on its use or instructions from the Seller, - at all times, even in carrying out any further transactions with its business partners, it will ensure compliance with indents 1 and 2 of this paragraph, 5

6 - otherwise, the Seller will be liable for any damages that may result from this, and in addition, the Seller may cancel the contract for reasons of fault. The preceding paragraph of this Article shall also apply to photographs of the Seller, the Seller's logo, promotional material of the Seller, etc. VI. BUSINESS SECRET The contractual partners will consider the agreed elements of the Purchase Agreement as a business secret and will not forward them to third parties. VI. OTHER PROVISIONS Force majeure: In case of force majeure, as defined by the Code of Obligations, the one or the other of the Contracting Parties shall be exempted from the obligations under this Agreement until the end of force majeure. The Contracting Party shall promptly inform the counterparty of the reasons and the occurrence of force majeure, and if this is not possible no later than in three working days. In the case referred to in the preceding paragraph, the time limit for the supply of Goods does not run, and the Seller has the right, in the light of the ability to supply and in respect of other obligations to third parties, to supply the Buyer with lesser quantities of ordered Goods. Disputes: Any dispute arising out of this Agreement shall be settled by mutual agreement between the Contracting Parties. In the event that there is no agreement in the settlement of a potential dispute, the Contracting Parties agree that the matter will be dealt with by the competent court in Ljubljana, unless the Contracting Parties specifically agree otherwise in writing. For the Slovenian Buyers and the Buyers outside the Republic of Slovenia, Slovenian law and the provisions of the Code of Obligations shall apply, unless otherwise specifically agreed by the Contracting Parties in writing. Status changes: In case of a status change of either of the Contracting Parties, the latter or its legal successor shall be obliged to notify the other Contracting Party within 15 days after the change occurred, by registered letter, about which company acquired its rights and obligations under this contract. The Buyer is required to inform on every change in the business account within 5 days from the date of the change, together with the attached photocopy of the notice on the new account. Each of the Contracting Parties party shall also forward the photocopy of the registration certificate on status change to the other Contracting Party. Other modalities and specificities shall be defined by the Purchase Agreement to this General Sales Contract. Insofar as individual issues are not regulated with these General Sales Contract or the Sales Agreement, the provisions of the Code of Obligations shall apply mutatis mutandis. These General Sales Contract were drawn up in 2 identical copies, with both copies having the power of the original. 1 copy was received by the Buyer and 1 copy by the Seller. This contract becomes valid when signed by both contracting parties. General Sales Contract, signed in Lož, on. SELLER: KOVINOPLASTIKA LOŽ d.o.o. Lož, Cesta 19. oktobra Stari trg pri Ložu, BUYER: Signed from: Signed from: Borut Flander, CEO Place, date: Place, date: 6

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