GENERAL TERMS AND CONDITIONS OF PURCHASE OF GOODS AND SERVICES

GENERAL TERMS AND CONDITIONS OF PURCHASE OF GOODS AND SERVICES

GENERAL TERMS AND CONDITIONS OF PURCHASE OF GOODS AND SERVICES These General Terms and Conditions apply to any Contract/Order between the Buyer and the Seller concerning supply of Goods and / or Services and they will form its integral part thereof and will replace at the same time any prior oral agreement between the Buyer and the Seller and any conflicting terms specified in the Seller s quotation, in the Order acceptance, in correspondence or otherwise or based on business custom and practice or negotiations are of no force or effect. Neither Buyer nor Seller is bound by any exception or cancellation going over these Conditions unless these modifications are agreed by both parties in a written agreement signed by their authorized representatives. Contracts/Orders concluded between the Buyer and the Seller are binding also for legal successors of both parties. 1 DEFINITIONS The Buyer means Meopta optika, s.r.o., company identification No.: 47677023, with its registered business at Kabelíkova 1, Přerov, post code 750 02. The Seller means a person or a company to which the Order is addressed. The Goods means an article or material which is to be supplied to the Buyer by the Seller. The Services means the Services to be provided by the Seller for the Buyer. The Specifications means technical description (if any) of the Goods and / or Services specified in the Order and / or in any related time schedules, drawings and specifications and other documents connected with the Order. The Order means the Buyer s Order for supply of Goods and / or Services. The Contract means an agreement between the Buyer and the Seller concerning supply of Goods and / or Services. 2 ORDERS 2.1 The Buyer is not bound by the Order unless it is made on its official Order form, contains a reference number and issued by an authorized person. 2.2 Confirmation by Seller is always required within 2 working days, not only in the event the Seller wants to propose amended specifications, quantities, price or dates of delivery contained in the Order. The Seller hereby confirms, by confirming an Order that it has all the appropriate necessary drawings, documents and Specifications necessary to complete the Order.

2.3 Before or after receipt of confirmation of the Order from the Seller the Buyer has the right to amend quantity, quality or design of the Goods or character or method of providing Services by written notification sent to the Seller. The price and the dates of delivery shall be amended as reasonably appropriate taking into consideration the increase or decrease of costs of the material and / or production and other relevant factors. The Buyer must approve these Seller s amendments, which must be supported by appropriate documents and presented within 2 working days from the Buyer s request for a change of the Order. 3 STAY OF THE ORDER 3.1 The Buyer may stay the Order of undelivered Goods or Services or portions thereof at any time and without any cause upon a written notification sent to the Seller. In case of this stay the Seller is obliged to stop all production of the stayed Goods/Services immediately. The Buyer shall inform the Seller of possible continuing the production. 4 PRICE 4.1 The Price specified in the Order of the Goods and / or Services is a fixed price and is not subject to any changes unless they are approved in writing by Buyer s authorized representative. If the Order does not contain a specified price the Price is meant to be the Price specified in the Seller s price list after deducting agreed conditions / discount valid as on the day when the Order was received. 4.2 If the Seller offers or sells the Goods or provides the Services to any third party for a price lower than the price offered to the Buyer or the price contractually agreed with the Buyer, the Buyer has the right to buy such item or Services for this lower price and it also has the right in credit in the amount of difference between the contractual price and the lower price in relation to all the items purchased by the Buyer as of the day when the lower price was first offered or as of the first delivery for the lower prices whichever was earlier. 5 PAYMENT 5.1 If it is not specified differently in the Order the payment is made within 60 days, or within 14 days with 2% Sconto, or within 7 days with 3% Sconto from delivery of the Goods and receipt of the invoice in compliance with paragraph below (Delivery and Packing) or after providing all the Services. 5.2 In case of Buyer s default in settlement of invoices, see above, the Seller is entitled to charge a delay interest determined in compliance with a Government Order No. 351/2013 Coll., for each day of the delay after 30 days of the due date.

5.3 Company Meopta optika, s.r.o. requires from their business partners (VAT payers) to state only that type of bank account which enables remote access (according to Act No. 235/2004 Coll.). With effect from 1.1.2014 company Meopta optika, s.r.o. won t pay its obligation: - on any other bank accounts and - to business partners who are declared by relevant tax administrator to be unreliable payers. 6 INSPECTING AND TESTING THE GOODS 6.1 Before shipping the Seller shall inspect and test the Goods to confirm that they met requirements of the Contract. Upon the Buyer s request the Seller shall notify the Buyer of the time and place of such inspection and testing reasonably in advance and the Buyer and / or the customers, for whom the Goods are destined, shall have the right to be present at the inspection and testing. Upon the Buyer s request the Seller shall provide the Buyer a copy of the Seller s official report on the results of the inspection and testing. The Seller shall enclose Certificate of Conformance with every delivery. 6.2 The Buyer, its insurance company and the customers, for witch the Goods are destined, have the right on reasonable notice, to inspect and test the Goods during production, processing or storage at the premises of the Seller or Seller s subcontractor or supplier. If the Buyer exercises this right the Seller shall take all steps necessary to facilitate such inspection and testing. 6.3 If, in consequence of the inspection or testing the Buyer, determines that the Goods do not conform to the Order or that it is likely that they would not conform to the Order after completing the production or processing, it shall notify the Seller in writing and the Seller shall take necessary measures in order to ensure compliance of the Goods with the Order. 6.4 In case of repeated delivery of Goods not complying with the Specifications or Buyer s quality requirements for the ordered Goods, the Buyer is entitled to carry out inspection and testing of these supplied Goods at the Seller s costs, which shall be charged the Seller by return and which may be deducted from Seller s invoices. Deliveries are controlled in accordance with ISO 2859-1. The following conditions of qualitative acceptance are used: AQL II; 2,5 for control of the first series delivery and deliveries after elimination or after problems with the last delivery. AQL I; 2,5 for qualified items and for suppliers of series deliveries.

If there are defects in more units in any shipment, then is settled by the above mentioned conditions, Buyer may reject the entire shipment and Buyer has the following option s possibilities: i. Seller shall (a) determine the root cause of such defect, (b) take such steps as are necessary to cure such defect, and (c) ship the corrected Goods within a time that is acceptable to Seller, or ii. Seller may reject any future shipments of the units. In the event of such failure then, at no cost to Seller, Supplier is obliged to: i. Extend the warranty period for all such units for no less than an additional twelve (12) months from the date on which the warranty for the Items would otherwise expire ii. Compensate Seller for all expenses associated with correcting or exchanging the Goods or obtaining substitute Goods 6.5 The Buyer may inspect the Seller s records related to the provided Services or spent costs or liability for the costs or expenses incurred in connection with settlement of this Contract if the price is set on the basis of time and material. 7 APPROVAL OF THE FIRST DELIVERY ( THE FIRST ARTICLE APPROVAL ) 7.1 The Buyer may require Seller to suspend delivery of subsequent Goods until the first delivery of Goods has been is approved and confirmed in writing by the Buyer (see in detail specified in Supplier Manual). 8 ACCEPTANCE AND REFUSAL 8.1 Buyer is obliged to inform whether or not the Goods correspond to the Specifications and otherwise conform to the Order. In case the Goods do not conform to the description, quality, amount, Specification or other requirements of the Order, the Buyer is entitled, in addition to its other rights resulting there from a) to suspend the delivery until has decided whether to accept or reject the nonconforming Goods; b) to return the Goods to the Seller and to require repair and/or replacement with new items;

c) to accept these Goods subject to a proportionately reduced price ; d) to repair or replace these Goods with new and to charge the Seller with the resulting costs; e) to require from the Seller refund of all the costs thus occurred to the Buyer; f) in case it is an fault on the part of the Seller that cannot be corrected, the Buyer is entitled to withdraw from the Contract /Order without prejudice to its other rights and remedies arising from such non-conformance. 8.2 If the Seller does not replace the refused Goods within a period specified by the Buyer, the Buyer, in addition to all other legal rights and remedies it may have, is entitled to buy compensatory Goods from another source and the Seller shall pay the Buyer all the sums which the Buyer paid the Seller in connection with the particular Goods, together with related expenses which, in the aggregate exceed the price of the Goods specified in the Order/ Contract, 8.3 In case the Buyer sends the faulty Goods back to the Seller, the Buyer is entitled to charge the Seller with a lump sum contractual penalty in the amount of 5 % from the price of the delivered faulty Goods/Service and all occurred costs which are connected with the claim of faulty Goods. 9 DELIVERY TERM 9.1 A date or data specified for delivery of the Goods or providing the Services shall be set forth in the Contract/Order. Unless specified otherwise, the delivery shall be DAP Přerov according to Incoterms 2010. If the Seller does not supply the Goods or does not provide the Services by the time required, then Buyer in addition to all other rights set forth herein and under law, my: 9.1.1 Cancel a part of the Order which is not fulfilled at the end of the given time period without any obligations towards the Seller in connection with this Order or 9.1.2 Cancel the whole Order including a part of the Order which was already completed and supplied to the Buyer in the specified time period if the already supplied Goods or any part of the supplied Goods cannot be, in the discretion of the Buyer, effectively and commercially used due to the fact that the whole Order was not fulfilled. In both the cases the Buyer is entitled to charge a contractual penalty in the amount of 0.5 % of the price of the delivered Goods/Services for each commenced day of the delay and, in addition, to receive compensation for all the costs, damage, losses or expenses arisen to the Buyer as a result of this default.

9.2 In case the Buyer accepts a late delivery it does not abandon its future rights related to subsequent late deliveries. The Seller is obliged to inform the Buyer about possible late deliveries in writing without any delay. In case of late shipment the Goods by the Seller, the Buyer is entitled to require that Seller use a method of transportation specified by Buyer that will minimize the possible delay (e.g. air transport, courier, etc.) at the Seller s costs. 9.3 If the Buyer cancels the whole Order, Buyer shall return all the Goods or a part of the Goods, which cannot be, in the discretion of Buyer, effectively and commercially. Seller shall refund to Buyer all sums the Buyer paid for such returned Goods. 10 DELIVERY AND PACKING 10.1 All the Goods must be accompanied by a delivery ticket with the Order number and a numerical designation designated by Buyer; the invoice must be issued at the time of the Shipment. 10.2 All the invoices must contain an Order number and a numerical designation designated by Buyer and must be sent to the Buyer. 10.3 The Goods shall be properly packed and insured so that they reach the destination in good condition. 10.4 The Seller shall replace or repair free of charge all the Goods damaged or lost during the transport provided that the Buyer notifies the Seller in writing about the damage or loss. Such repair or replacement shall be completed so that it does not interfere with Buyers schedule. 10.5 No fees shall be charged for packing, boxes, cases or containers unless such fee is specified in the Order. 11 ACQUISITION OF OWNERSHIP 11.1 The Buyer acquires ownership of the Goods at the time of delivery in compliance with the Contract/Order without any affect to the right of refusal, which the Buyer has on the basis of these conditions or for any other reasons. 12 BUYER S OWNERSHIP OF DRAWINGS, TOOLS, PATTERNS AND MATERIAL 12.1 All the drawings, plans, specifications, patterns, forms, tools, chucks, holders, forms, raw material, parts and other material supplied by the Buyer or obtained by the Seller at the Buyer s costs ( Buyer Supplied Material ) remain in the Buyer s ownership.

12.2 The Seller shall maintain all Buyer Supplied Material good condition and insure it against all the risks during the time when the Buyer Supplied Material is kept by the Seller. After completing the Contract/Order; or upon Buyer s other instructions it shall return the Buyer Supplied Material to the Buyer in good condition. 12.3 The Buyer reserves the right to charge the Seller all costs of repair or replacement of the Buyer Supplied Material if it was, while in Seller possession, destroyed, damaged, lost or designated as unsuitable for the purpose for which it was previously made, and the Buyer reserves the right to deduct the particular amount from the sum, which the Buyer is obliged to pay the Seller. 13 CONFIDENTIALITY 13.1 All information provided by Buyer to Seller, shall be considered Confidential Information and Seller shall not: 13.1.1 Use such Confidential Information, nor let or deliberately allow the use of such Confidential Information except the purpose for which it was provided; and 13.1.2 It shall keep Confidential Information in strict confidence and will not place this confidential information at nobody s disposal except of its own employees who directly participate in production of Goods or in providing the Service. Confidential Information do not include (i) information that Seller can, with documentary evidence, establish that it had in its possession prior to delivery by Buyer, (ii) Received from a third party without violation of an confidentiality obligation or (iii) Is in the public domain and is generally available to the public. Above mentioned regulation applies also on all handover documents. Neither of the parties shall not without written agreement handover these materials to third parties, spread, copy, change or modify them. 13.2 The Seller shall return all the Confidential Information to Buyer immediately upon Buyer s request. 13.3 The Seller shall not publish or disclose to any party fact that the Seller is offering to supply to Buyer, or is supplying to Buyer, Goods or Services without the Buyer s prior written consent.

14 WARRANTY Quality guarantee The Seller provides Goods warranty for a period of 24 months from commissioning or 36 months from the delivery date (if it is not specified otherwise), and that also for damages which were caused by defect on his delivered parts and he guarantees that: 14.1 The Goods shall be of satisfactory quality conforming to (i) the Contract/Order, including the Specifications and (ii) the technical standards in the accepted within the industry in Buyer s country or in the country of further use of the Goods 14.2 If the purpose for which the Goods were required was explicitly communicated or indicated to the Seller, the Goods must comply with this purpose. 14.3 If the Seller provides Services or carries out work in the Buyer s premises the Seller shall respect and spend every reasonable effort in order to ensure that its employees, agents and subcontractors respect requirements and company regulations (including safety regulations) and/or working directions set by the Buyer. Responsibility for defective performance Seller guarantees that goods have agreed quality and appropriate properties according to the Contract/Order, meets technical parameters defined in request / drawing and technical documentation for the intended use when hand and take over. Buyer is entitled to make a claim for damages existing when good is taken over and that within 6 months after taking over the good. 15 LEGAL REGULATIONS CONCERNING THE ENVIRONMENT AND SAFETY OF PRODUCT 15.1 Above all (but not limited to general impact of item 14 (Warranty) the Seller guarantees that it shall observe all generally binding rules affecting the environment, safety of products and employees and other EU directives now or hereafter effective in the Czech Republic, including, without limitation. 15.2 Ensure that the Goods are designed and constructed to be safe when properly used, and shall perform or arrange performance of all necessary tests, to ensure that the Goods are designed and constructed in this way. 15.3 Take all necessary steps to ensure that the Buyer, its employees, agents and customers, when using the article, have available all appropriate information about the manner of use which the product is designated for, and on testing of

the article in question and on all conditions, which are necessary for safe use of the article (see the definition above). 15.4 Directive No. 200/53/EC applies to all deliveries of the Goods. According to this Directive, the use of lead, cadmium, chrome VI and quick silver is expressly prohibited. Exceptions are described in this Directive. Any deviations resulting from these exceptions shall be approved by the Buyer in writing. The Seller shall fully compensate the Buyer in connection with all interventions, costs, claims, requirements, processes and liabilities resulting from the fact that the Seller failed to meet its liabilities resulting from the regulations related to the environment and health and safety. 16 CERTIFICATE OF ORIGIN, IMPORT, EXPORT, CUSTOMS CLEARANCE 16.1 For deliveries from EU countries, except for deliveries from the Czech Republic, the Seller is obliged to show its VAT tax number and it must issue all required documents and information (According to the EU-Directive No. 3351/83), which shall enable the Buyer to properly clear the Goods and to evidence the Goods origin. 17 LIABILITY FOR DAMAGE 17.1 The Seller is fully responsible for any damage caused to the Buyer, its employees, agents and customers in connection with defective or improper materials or labor used in the production of the Goods or rendering of the Services. This includes all costs, damages, expenses, loss and liabilities death, disease, personal injury; or loss or damage or destruction of assets. 17.2 In the event Buyer is obliged to compensate the Seller for damage related to any of purchase orders/contracts in which Buyer may be in breach, the Contracting Parties agree that the extent of compensation for damages as follows: the Buyer shall pay the Seller for the damage in the documented amount, at the maximum up to the amount of the related purchase order or the outstanding Buyer s liability to the Seller. 18 CANCELLATION DUE TO DEFAULT Without prejudice to any other rights or means, which the Buyer is entitled to, the Buyer may cancel any Purchase Order without any liability in a form of written notice sent to the Seller in the following cases: 18.1 The Seller enters into an agreement with its creditors; or

18.2 In case of filing a petition for Seller s bankruptcy or a petition for approval of settlement at the Seller; or 18.3 The Seller enters wind-up process either under compulsion or voluntarily (for any reason other than for the purpose of merger or redevelopment); or 18.4 An administrative proceedings has been carried on against the Seller; or 18.5 The Seller failed to remedy any default by it under any Contract/Order within 14 days after receiving a written notice from the Buyer, (or shorter period if set forth herein). 19 INTELECTUAL PROPERTY 19.1 The Seller shall protect, indemnify and hold harmless the Buyer, its employees and agents in connection with all interventions, costs, claims, requirements, processes and liabilities arising from all actual or alleged infringements of patents, copyrights, registered designs, trademarks and/or other rights or assets of another person, entity or company. This shall not apply to materials delivered by the Buyer to the Seller. 19.2 Provision of all information or material by Buyer does not constitute a grant of a right or license to Seller to use such information except in connection with the manufacture of a Good or provision of a Service to Buyer. All information or material provided in such way to the Seller, stay in the Buyer s ownership and after the cooperation termination it shall be returned by the Seller to the Buyer. 19.3 The Seller is fully responsible for any breach of its contractual obligations resulting from this Article. Within this meaning, the Seller is fully responsible also for its employees. In case of breaching this obligation the Seller undertakes to compensate all Buyer s damages, which the Buyer may suffer in connection with such Seller s conduct. 20 SUB-DELIVERIES AND ASSIGNMENT The Seller must not deliver or assign the Contract/Order or any part thereof to a sub-contractor or to supplier without prior written consent of the Buyer. A similar consent, if provided, shall not affect Seller s obligations resulting from the Contract. 21 FORCE MAJEURE If delivery of Goods or provision of Services by the Seller or Buyer s capability to receive a delivery or to receive provided Services or to use the Goods is delayed, disturbed or cancelled due to circumstances, which cannot be reasonably

controlled by the affected Party, including (but not limited to) cases of force majeure, strike, or any form of government intervention, these deliveries or Services can be suspended and, if they cannot be delivered or provided within reasonable time after the original deadline, the Order may be cancelled, without any of the parties being considered responsible for the cancellation, by a written notice sent by one Party to the other Party affected by these circumstances. If more than one delivery of Goods is to be delivered or the Services are to be provided more than once, the non-cancelled parts shall be recovered as soon as the circumstances causing the delay pass away, save to the extent that both the Parties agree otherwise, while the period, during which the deliveries are to be delivered or the Services are to be provided, shall not be extended by a time period longer than the period, during which the force majeure in question was in effect. No waiver, if any of the parties fail to use or enforce its rights specified in the Contract/Order, it shall not be considered a waiver of these rights so that the Party in question can use or enforce its rights at any time later. 22 DELIVERY OF DOCUMENTS AND NOTICES 22.1 All documents and notice, which must be sent in writing according to these terms and conditions, legislation or for the reason of legal assurance, shall be considered properly delivered, if they are delivered in person or sent through licensed entities, by fax or by e-mail, to the Contracting Party s registered office address or to its last known address. 23 SECTION HEADINGS Section headings are for convenience and reference only and do not affect the meaning of these terms and conditions. 24 GOVERNING LAW Conclusion and implementation of the Contract/Purchase Order as well as the interpretation of these General Terms and Conditions are subject to the legislation of the Czech Republic, especially to the Civil Code (Act No. 89/2012 Coll., as amended and according to 1751). Also, the Contract/Purchase Order as well as these General Terms and Conditions shall be construed according to the legislation of the Czech Republic. The Czech version of these General Terms and Conditions is the binding and prevailing version.

25 RESOLUTION OF DISPUTES Should any dispute or conflict occur between the parties related to or as a result of the Contract/Order and/or these Standard Terms and such a dispute has not been amicably settled by the parties, the Buyer and the Seller agreed upon the following dispute resolution process: 25.1 Negotiation: If the executives fail to resolve the dispute in the meeting, all disputes relating to and arising from the concluded Contract/Purchase Order shall be finally decided with the Arbitration Court attached to the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic in accordance with the Rules of that Arbitration Court by one arbitrator appointed by the President of the Arbitration Court with the place of hearing in Brno. 25.2 If any of the Contracting Parties fails to agree with issued by the arbitral tribunal of the first stage, such Party may, within 15 days after receiving the arbitral award, ask the arbitral award to be reviewed by a review arbitral tribunal. 25.3 Each of the Contracting Parties shall pay one half of the costs of the arbitration procedure and review arbitration procedure (if required). The present General Terms and Conditions shall enter into force and become effective as since 2.1.2014. In Přerov 2.1.2014 Ing. Vítězslav Moťka Ing. Aleš Mandák Ing. Martin Zborek CEO Supply Chain Director Purchasing Manager