GENERAL TRADING CONDITIONS OF ESTRELLA ES-PRESS,
spol. s r.o.

General provisions

By purchasing goods from ESTRELLA ES-PRESS, spol. s r.o. (hereafter simply ESTRELLA), the buyer confirms that he accepts these "General Trading Conditions" (GTC). These GTC are a framework agreement between ESTRELLA and the buyer. These GTC have priority over all previous versions of the GTC. All explicit agreements between the contracting parties remain unchanged. These GTC are applied with no restrictions, unless the contracting parties make an express agreement to change the conditions.

Packaging

Goods ordered will be supplied in the appropriate packaging to prevent the goods from becoming damaged when being transported to their destination.

Prices

The prices shown must be understood to be EX WORKS prices in compliance with INCOTERMS 2010, unless agreed otherwise. ESTRELLA reserves the prerogative to invoice goods in accordance with the prices applicable at the time the goods are dispatched, unless agreed otherwise. Our prices are valued excluding VAT.

Delivery

Deliveries will be made EX WORKS in compliance with INCOTERMS 2010. Delivery dates depend on availability. The delivery deadline is specified in the "Order Confirmation". Partial orders are permitted and may be invoiced. Insurance and customs fees are governed in compliance with INCOTERMS 2010. If the buyer fails to take delivery of the goods or returns them for no justifiable reason, the buyer shall pay all the costs related to transport, transport insurance, and customs fees.

Payment conditions

A payment is deemed to have been made when the entire sum owed to ESTRELLA is registered as having been paid to ESTRELLA. The buyer makes the payment in accordance with the written instructions from ESTRELLA, either to ESTRELLA directly, or to the bank account specified by ESTRELLA. If invoices are not paid in time, ESTRELLA has the right to charge the buyer delay interest, amounting to 10 % p.a.; this interest is applied to the time from the maturity date of the invoice to the date on which the sum is actually paid. If payments are delayed, ESTRELLA has the right, at its own discretion, to defer or cancel any further deliveries without this being considered a breach of the contract. The buyer, on the basis of a counter-claim, may not retain any payment of the purchase price or part thereof. The buyer may not deduct his counter-claim from the purchase price without the express consent of ESTRELA.

Retention of title

ESTRELLA retains the title to all the goods it supplies until all such goods have been paid for. The buyer is obliged to keep such goods separately from other goods. Regardless of the previous provision, all risk related to the goods passes to the buyer at the moment the goods are delivered. The buyer is entitled to sell the goods under normal trading circumstances. The buyer shall keep any revenues resulting from such a sale separately from his other funds in favour of ESTRELLA until all the goods have been paid for.

Licences and permits

If any form of licence or other permit from a state authority is required to establish or maintain trade relations, the contracting party based in the country that requires such a permit is obliged to acquire this licence or permit, unless the law of the country in question specifies otherwise. If the party that is obliged to arrange this fails to do so, the other party has the right to withdraw from the contract and claim compensation in full for any damages incurred in relation to failure to comply with this obligation.

Claims and warranty

ESTRELLA shall check that all goods to be delivered to the buyer are free of defects; this check shall be performed before the goods are dispatched. After receiving the goods, the buyer is obliged to check them carefully to ensure that they are not defective and that they comply with the order. ESTRELLA must be notified of any claims resulting from apparent defects or discrepancies in the goods within 14 days of the date on which the goods are delivered. Claims must be filed in writing in a letter and must be supported with a detailed description and the relevant documentation. In the case of defective goods, the buyer must, when requested to do so by ESTRELLA, return the defective goods in the original packaging or together with the original packaging. If well-supported claims are filed for defective goods and if ESTRELLA acknowledges the claim, ESTRELLA is obliged to rectify such defects. If the company fails to do so, the buyer has the right to request, at his own discretion, either a discount on the price or replacement goods. If claims are filed for missing goods and if ESTRELLA acknowledges the claim, ESTRELLA will either supply the goods or will issue a credit note in favour of the buyer and as chosen by the buyer. ESTRELLA will not accept any other guarantees or commitments unless explicitly agreed in the contract.

Liability and damage compensation

The liability of ESTRELLA is limited to damage to goods as such. ESTRELLA is never liable for any other form of damage, unless the law explicitly determines that it is liable due to inconsiderate conduct and/or gross negligence. In such a case the burden of proof lies with the buyer. Any unauthorised repair, failure to respect the instructions and information provided, failure to respect the normal usage of the product and/or other improper usage of the goods exempts ESTRELLA of all liability.

Force majeure

In the case of circumstances that cannot be foreseen at the time the contract is signed and which prevent ESTRELLA from fulfilling its contractual obligations, ESTRELLA has the right to postpone the fulfillment of such obligations until normal trading conditions have been resumed. It is only events that ESTRELLA is unable to prevent or avert, such as war, revolution, strikes, natural disasters, measures taken by state bodies or lack of or outages of supplies of energy and materials not caused by ESTRELLA that may be considered cases of force majeure.

Concluding provisions

ESTRELLA reserves the right to change these “General Trading Conditions” at any time at its own discretion. The relationship between the contracting parties is governed by the Czech law. The contracting parties will attempt to reach an amicable solution to any disputes that might arise out of this relationship. If an amicable solution cannot be reached, the parties agree that such a dispute will be resolved at the Court of Arbitration at the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic in Prague. The parties declare that decisions made by the Court of Arbitration will be acknowledged as final and binding by both parties. If any dispute arises that leads to the enforcement of this agreement, the party that wins the dispute will pay all the costs of the dispute.