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General Terms and Conditions

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General Terms and Conditions of Oláh Printing Industrial Limited

Article 1

Introductory Provisions

1.1 The General Terms and Conditions (hereinafter “GTC”) of Oláh Printing Industrial Limited
Adress: 1211 Budapest,Központi út 69-71
Postbox: 1756 Budapest Postafiók 45.
(hereinafter as “Producer”) are to regulate the mutual rights and obligations of the
parties related to production and delivery of printing products (hereinafter as “work”).

Article 2

Contract for work

2.1 The contract for work (the “Contract”) is considered to be concluded by:
a) signing a Contract by the Producer and Client, or
b) confirmation of Client´s order by the Producer.

2.2 An integral part of each Contract are GTC.

2.3 Contract work is specified in terms of type, quality, quantity (load), fabrication, packaging and pricing. Client will provide the Producer the relevant data, such as the extent, format, accurate determination of the required paper, including weight, as well as other information that is required for fabrication works.

2.4 By entering into the Contract and transfer documents for impeccable printing creates liability of the Producer to deliver the ordered work within the period specified in the Contract and commitment of the Client to pay the Producer duly and in time the agreed price and to takeover the work. If the Client under the Contract shall pay the deposit on the price of the work, or its part, the term to meet the obligation runs from the day following the deposit. If printing documents are not submitted properly and on time, the term to meet the obligation runs from the date following the date of flawless
delivery of documents by Client.

2.5 The Client declares that the documents for printing do not suffer from legal defects and that copyright and intellectual property rights are properly settled.

Article 3

Documents for the performance of work

3.1 The Client shall provide the Producer documents for printing (construction work) on schedule and in an agreed format.

3.2 The Client shall give the Producer the manufacturing documents at once, unless the parties agree otherwise. Additional requirements for quality of work the Producer shall demonstrate in advance in writing and shall demonstrate either sample, preview or otherwise. If necessary, the Producer gives master prints and reproductions.

3.3 When handing over the documents ordering the Producer shall transmit a list of shipping locations, specifying the exact number of copies for each expedition site, and determinate the way of package and transport.

3.4 If the Client fails to comply with deadlines for delivery of documents specified in the schedule, and consequently it is impossible for the proper fulfillment of the obligation of the Producer, the Producer is not bound by that date for the takeover and has the right to postpone the date for implementation of Client’s delay, unless the parties agree otherwise.

3.5 The Client is obliged to takeover from the Producer supplied materials for production no later than one month from the date of dispatch of the work. In the event that the Client does not takeover the documents, the Client authorizes the Producer to liquidate the documents.

Article 4

Price, maturity rates

4.1 The price of the work is based on the agreement of the parties in the Contract for work or is listed in the order confirmation by the Producer. To the price of the work VAT at the current applicable rate will be added.

4.2 In case of increase of prices of materials associated with the work (mainly ink, paper, etc.) or other costs (eg fuel prices), the Producer reserves the right to unilaterally increase the price of the work without the consent of the Client and in this case is obliged to inform the Client without undue delay whereby the Client expressly agrees and undertakes to pay this increased price.

4.3 If the Client proposes to amend the contract work, the Producer shall be entitled to suspend performance of the Contract to the time until the parties reach consensus on the proposed changes, particularly on the price of the work and the new date of performance. The Client also agrees to pay the Producer the increased cost caused by the changes of the work. If agreement on the amendment is not reached, originally agreed date of performance shall be extended by a period during which the performance of the Contract pursuant to this paragraph is interrupted.

4.4 The Producer is entitled to suspend construction work or shipping if the Client is in delay with any payment from a mutual contract, and until all obligations of the Client to the Producer are paid. In addition, the Producer shall be entitled to withdraw from the Contract.

4.5 The date of payment shall be the date when the amount to the account is credited.

4.6 The agreed price does not include packaging works, returnable packaging, handling funds, hedge funds during the transport of goods, transport costs, insurance costs or costs for any storage, unless agreed otherwise.

4.7 The Client is not entitled to offset the debts of the Producer without the prior written consent of the Producer. In the case of offset of the debts without the prior written consent of the Producer, the Client is obliged to pay the Producer a contractual penalty of HUF 1.300.000. Payment of penalty does not affect the Producer’s claim for damages.

4.8 Client’s retention of payments or reducing of prices before solution of complaint is not allowed.

4.9 Unless in the Contract agreed otherwise, the Producer is entitled to be paid for the work by the Client by fulfilling his obligation to deliver the work to the Client. Payment of the price of the work or part thereof shall be made on Producer’s invoices having the particulars of a tax document pursuant to applicable law, sent to the Client by Producer. Maturity price for the work and the way of payment is specified in the Contract, respectively at the invoice.

4.10 The Producer reserves the right to condition the construction or completion of works by fully or partially payment, especially if the Producer doubts about the solvency of Client or if the Producer could suffer a damage by non- payment of Client.

Article 5

Takeover of works

5.1 Producer’s obligation to deliver the work is fulfilled on the day of the abandonment of the work at the headquarters of the Client, unless agreed otherwise. This day is also the moment of crossing of the risk of damage to the Client. The Client provides the transportation of goods at its own expense and responsibility, unless between the parties agreed otherwise.

5.2 In the case that the Client does not takeover, even if only partially, the work within the agreed deadline, the Producer is entitled to charge the Client a penalty of 0.1% of the price of the work for each day of delay.

5.3 It the case that Client does not takeover the work, the Producer stores it in his premises, and at this moment in accordance with the provisions of the Commercial Code, the risk of damage crosses to the Client, ie. the case, when the Client or a designated person does not takeover the work according to agreed schedule.

5.4 In the case that the Client does not takeover the work made within 60 days form the day of the agreed shipment, the Producer may withdraw from the Contract. In addition, the Client expressly authorizes the Producer to liquidate the work at the expense of Client.

5.5 All pallets are backed up. If the Client does not provide pallet exchange, the Producer will charge for each missing a variety of 2800 HUF.

5.6 The difference between the negotiated and delivered number of works can be up to ± 5% of the volume specified in the Contract, unless in the Contract or in previous business practices between the parties agreed otherwise.

5.7 Ownership of the work is transferred to the Client when full payment of the work has done.

5.8 At all copies of documents accompanying the work, the Client must indicate the date of actual takeover of the work and the names and surnames of authorized persons taking over the work, including their signature.

Article 6

Delay penalty, damages

6.1 In the case of Client’s delay in payment of price for the work, the Producer shall be entitled to charge up the twice of the Hungarian National Bank (MNB) base rate of the outstanding amount for each day of delay.

6.2 In the case that the Client refuses or otherwise prevents Producer to fulfill its commitment, the Client is obliged to pay damages and lost profits.

6.3 In the case of delay of the transfer of providing of documents for production of work according to Article 3 hereof, the Producer is entitled to ask the Client for a penalty of 20% of the price of work. This does not affect the Producer’s claim for damages.

Article 7

Qualitative conditions

7.1 The Producer agrees to deliver the design work at the usual quality of the processing technology, materials used and quality of input materials production. Such performance is considered to be the proper execution of the work.

7.2 The Producer is obliged to return the faulty customer data files, faulty artwork, illegible manuscripts and other defective materials. The Producer notifies the Client on these facts in taking materials into production.

7.3 The Producer shall not be liable for deficiencies and errors that the Client left in the supplied files, the imprimatur, the mock-up or other documents, in the case that the Producer with the professional care was unable to notice the Client of such deficiencies or if the Producer noticed the Client of these deficiencies and errors and Client insisted on their compliance or if the Producer could not find them inappropriate. If reduced quality of the production materials will affect the quality of
the final product, this fact will not be judged as a poor performance of obligation by the Producer.

Article 8

Defects of the work and claims

8.1 The Client shall be obliged to inspect the work or arrange the inspection as soon as possible after the takeover.

8.2 In the case of demonstrable qualitative shortcomings of works, the Client applies the claim ordering defects in the work in writing without undue delay and no later than 5 days of receipt of the work.

8.3 The claims of apparent defects undetected by reason of neglecting of inspection of the works by the Client with due diligence in time or not at all, will be not accepted.

8.4 The Client is obliged to claim the defects in the work of the Producer in writing. The complaint must contain the following documents and information: business name, address, Client identification number, name of the claimed work, Contract number, delivery note number, invoice number, amount claimed works, detailed specification of defects, evidence of its existence, ie, to deliver a minimum of 0, 05%
of the total printed copies of the cargo containing the same claimed defect.

8.5 If the Client claimed the quality of work, the complaint is justified only if, during a random inspection of cargo, in which there must be a duly authorized representative of the Producer, finds that more than 5% of the work shows the same defect. The Producer will assess the complaint within 30 days of receipt of the complaint.

8.6 In the event of justified complaint Producer will issue the credit note without undue delay, provided that the Client has paid all the obligations. If the Producer does not issue a credit note, then the complaint will be handled by another legal way chosen by the Producer.

8.7 The Producer shall not be liable for defects, of which the Producer noticed the Client by advance notice, or for which the discount from the price of the work was agreed.

8.8 All delivered papers may be with weight ± 5% over the agreed weight.

8.9 The Producer shall in no event be liable or responsible for damages incurred by inadequate storage of the work by the Client.

Article 9

Other Provisions

9.1 The Client returns returnable wrappers by itself (or through distributors) in exchange, if wrappers are not returned within a reasonable time, the Producer will be ordering the price charged according to valid price list. In the case of returning the pallets invoiced, the Client is charged by the Producer by the same price.

9.2 If the Client requires the presence of the authorized persons by the exit of printing machine, indicate this request in writing with a telephone connection to these people. Should this person fails at the agreed time by exit of the printing machine printing will begin according to the documents supplied.

9.3 If the transport of the work to another Member State of the European Union is provided by the Client itself, the Producer shall deliver the ticket or other proof of dispatch, which identifies the destination or a written statement of the Client, stating that the goods are transported to another Member State of the European Union. If not fulfills this obligation, the Client is responsible for the damage Producer suffers by taxing of the work.

9.4 The Producer is not obliged to keep print templates, data or data media, lithographic plates, assembly, printing plates, paper, etc., after the implementation of the work, unless between the parties agreed otherwise. The obligation to keep the Client’s masters expires if the Client fails to pay the overdue costs accounted for safekeeping.

9.5 The Client purchases from the Producer materials that remained in stock or has been designed to fulfill the contract, within 30 days of completion of the contractual relationship or change of the technical specifications, respectively changes from performance originally agreed. Unit price for the redemption of the material will be identical to the unit price of the last material made orders. If any contract between the parties is implemented, the Producer charges the Client the purchase price. Price for redemption will be payable on the 14th day after the contract specifications or changes, respectively changes from the scope of performance originally agreed. Client may repurchase its obligation to meet the material through a third party.

Article 10

Force Majeure

10.1 If the delay of delivery of the work is caused directly or indirectly by reasons which are not under the Producer’s control such as war, threat of war, rebellion, sabotage, fire, terrorist attack or threat, storm, flood, explosion, natural disaster, government regulations or European Union restrictions, strikes, complete or partial destruction of the factory production line of the Producer or its suppliers, supply contractors, any change in customs regulations, import and export quotas, import or
export prohibition or any other cause which are not under the Producer’s control and which are capable to prevent it from the performance of the work, the delivery period shall be extended accordingly. If from the above reasons there is a delay in construction works, or Producer does not fulfill the obligation of performance of the work, neither party is obliged to replace the other party damages, including lost profits.

Article 11

Final provisions

11.1 These General Terms and Conditions come into effect on August 1, 2013.

11.2 The rights and obligations of the Producer are not transferable to third parties without the written consent of the Producer. In the case of assignment of rights and obligations of the Client to a third party without the written consent of the Producer, the Producer is entitled to be paid by Client a contractual penalty of HUF 1.500.000 Payment of penalty does not affect the Producer’s claim for damages.

11.3 The legal relations not specified in the Contract for work or these Terms and Conditions are governed by Hungarian law, especially the Commercial Code.

11.4 Any dispute shall be settled by the courts of Hungary.

11.5 Fax copies confirmed by the sender have the validity of the original.

11.6 Each Party shall notify the other Party in writing immediately any circumstance occurred on its side and affecting the obligations from this Contract and also about the filing an insolvency petition and entry of the company into liquidation.

References


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